March 31, 2005
2.00
June 30, 2005
1.75
September 30, 2005
1.75
December 31, 2005
1.50
March 31, 2006
1.50
June 30, 2006
1.50
September 30, 2006
1.50
December 31, 2006
1.25
March 31, 2007
1.25
June 30, 2007
1.25
September 30, 2007
1.25
December 31, 2007
1.25
March 31, 2008
1.25
June 30, 2008
1.25
September 30, 2008
1.25
December 31, 2008 and each fiscal quarter thereafter
1.00
ARTICLE VII
CONDITIONS
SECTION 7.1
CONDITIONS TO INITIAL FUNDING.
THE OBLIGATION OF EACH
LENDER TO MAKE THE INITIAL LOANS AND OF AGENT TO ISSUE ANY SUPPORT AGREEMENTS ON
OR AFTER THE CLOSING DATE SHALL BE SUBJECT TO THE RECEIPT BY AGENT OF EACH
AGREEMENT, DOCUMENT AND INSTRUMENT SET FORTH ON THE CLOSING CHECKLIST, EACH IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT, AND TO THE CONSUMMATION OF THE
FOLLOWING CONDITIONS PRECEDENT, EACH TO THE SATISFACTION OF AGENT AND LENDERS IN
THEIR SOLE DISCRETION:
(A)
EVIDENCE OF THE CONSUMMATION OF THE TRANSACTIONS (OTHER THAN THE
REDEMPTION AND THE FUNDING OF THE LOANS) CONTEMPLATED BY THE OPERATIVE DOCUMENTS
OR THAT ALL CONDITIONS
PRECEDENT THERETO, EXCEPT FOR THE FUNDING OF THE LOANS, HAVE BEEN FULLY
SATISFIED IN ACCORDANCE WITH THE OPERATIVE DOCUMENTS AND APPLICABLE LAW;
(B)
THE PAYMENT OF ALL FEES, EXPENSES AND OTHER
AMOUNTS DUE AND PAYABLE UNDER EACH FINANCING DOCUMENT;
(C)
THE SATISFACTION OF AGENT AS TO THE ABSENCE, SINCE SEPTEMBER 30,
2003, OF ANY MATERIAL ADVERSE CHANGE IN ANY ASPECT OF THE BUSINESS, OPERATIONS,
PROPERTIES, PROSPECTS OR CONDITION (FINANCIAL OR OTHERWISE) OF ANY CREDIT PARTY,
OR ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUCH A
MATERIAL ADVERSE CHANGE;
(D)
THE RECEIPT OF THE INITIAL BORROWING BASE CERTIFICATE, PREPARED AS
OF THE CLOSING DATE, WHICH CERTIFICATE SHALL EVIDENCE IMMEDIATELY AVAILABLE
EXCESS BORROWING CAPACITY OF REVOLVING LOANS OF NOT LESS THAN $3,000,000 AFTER
GIVING EFFECT TO THE INITIAL FUNDING OF LOANS ON THE CLOSING DATE AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE OPERATIVE DOCUMENTS; AND
(E)
RECEIPT BY AGENT OF SUCH OTHER DOCUMENTS,
INSTRUMENTS AND/OR AGREEMENTS AS AGENT MAY REASONABLY REQUEST.
SECTION 7.2
CONDITIONS TO EACH LOAN AND SUPPORT AGREEMENT.
THE
OBLIGATION OF THE LENDERS TO MAKE A LOAN OR OF AGENT TO ISSUE ANY SUPPORT
AGREEMENT (INCLUDING ON THE CLOSING DATE) IS SUBJECT TO THE SATISFACTION OF THE
FOLLOWING ADDITIONAL CONDITIONS:
(A)
IN THE CASE OF A REVOLVING LOAN BORROWING, RECEIPT BY AGENT OF A
NOTICE OF BORROWING IN ACCORDANCE WITH SECTION 2.2(B) AND IN THE CASE OF ANY
SUPPORT AGREEMENT, RECEIPT BY AGENT OF A NOTICE OF LC CREDIT EVENT IN ACCORDANCE
WITH SECTION 2.5(A);
(B)
THE FACT THAT, IMMEDIATELY AFTER SUCH BORROWING AND AFTER
APPLICATION OF THE PROCEEDS THEREOF OR AFTER SUCH ISSUANCE, THE REVOLVING LOAN
OUTSTANDINGS WILL NOT EXCEED THE REVOLVING LOAN LIMIT;
(C)
THE FACT THAT, IMMEDIATELY BEFORE AND AFTER SUCH BORROWING OR
ISSUANCE, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
AND
(D)
THE FACT THAT THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT
PARTY CONTAINED IN