make its initial extension of credit on the
Restatement Date is subject to the satisfaction, prior to or concurrently with
the making of any extensions of credit on the Restatement Date, of the following
conditions precedent:
(A)
LOAN DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THIS
AGREEMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF THE BORROWER
AND
51
(II) THE REAFFIRMATION AGREEMENT, EXECUTED AND DELIVERED BY A DULY AUTHORIZED
OFFICER OF THE BORROWER AND EACH SUBSIDIARY GUARANTOR.
(B)
PRO FORMA BALANCE SHEET; FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE
RECEIVED AND BE SATISFIED (IN FORM AND SUBSTANCE) WITH THE PRO FORMA BALANCE
SHEET AND THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 3.1.
(C)
RELATED AGREEMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (IN A
FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT), TRUE AND CORRECT
COPIES, CERTIFIED AS TO AUTHENTICITY BY THE BORROWER, OF THE ACQUISITION
DOCUMENTATION.
(D)
APPROVALS. ALL GOVERNMENTAL AND THIRD PARTY APPROVALS REASONABLY NECESSARY
IN THE DISCRETION OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
ACQUISITION, THE CONTINUING OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES AND
THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND BE IN FULL
FORCE AND EFFECT OR ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT
ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY WHICH WOULD
RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS ON THE FINANCING
CONTEMPLATED HEREBY; AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE OF A RESPONSIBLE OFFICER TO THE FOREGOING EFFECT, WHICH CERTIFICATE
SHALL ALSO EITHER (I) CERTIFY THAT NO SUCH APPROVALS ARE REQUIRED OR (II) HAVE
ATTACHED TO IT COPIES OF ANY SUCH REQUIRED APPROVALS.
(E)
CONSENT OF REQUIRED LENDERS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SIGNED WRITTEN AUTHORIZATION FROM THE REQUIRED LENDERS TO EXECUTE THIS AGREEMENT
ON BEHALF OF EACH SUCH LENDER (WHICH AUTHORIZATION SHALL BE EVIDENCED IN THE
CASE OF ANY CONTINUING LENDER, BY DELIVERY OF ITS CONVERSION NOTICE). LOANS AND
THEIR EXTENSIONS OF CREDIT MADE BY THE ORIGINAL LENDERS REMAINING OUTSTANDING ON
AND AFTER THE RESTATEMENT DATE SHALL, EFFECTIVE AS OF THE RESTATEMENT DATE, BE
EVIDENCED AND GOVERNED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(F)
TRANCHE C TERM LOAN COMMITMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) COMMITMENTS FROM BANKS AND OTHER FINANCIAL INSTITUTIONS WITH
RESPECT TO THE TRANCHE C TERM LOANS IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
$230,000,000 AND (II) AS APPLICABLE, (X) A FULLY EXECUTED LENDER ADDENDUM WITH
RESPECT TO EACH SUCH BANK OR OTHER FINANCIAL INSTITUTION COMMITTING TO FUND SUCH
TRANCHE C TERM LOANS (AND PURSUANT TO WHICH, ON THE RESTATEMENT DATE, SUCH BANK
OR OTHER FINANCIAL INSTITUTION SHALL BECOME A TRANCHE C TERM LOAN LENDER, FOR
ALL PURPOSES UNDER THIS AGREEMENT) OR (Y) A FULLY EXECUTED CONVERSION NOTICE
WITH RESPECT TO EACH ORIGINAL LENDER ELECTING TO CONVERT ITS EXISTING TERM LOANS
INTO TRANCHE C TERM LOANS (AND PURSUANT TO WHICH ON THE RESTATEMENT DATE THE
IDENTIFIED PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT OF EXISTING TERM LOANS
HELD BY SUCH LENDER SHALL CONVERT INTO TRANCHE C TERM