LLP, SPECIAL NEW YORK
COUNSEL TO THE ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT G
HERETO AND COVERING SUCH OTHER MATTERS AS ANY LENDER OR LENDERS MAY REASONABLY
REQUEST.
(F)
COMPLIANCE CERTIFICATE.
THE LENDERS SHALL HAVE RECEIVED A
COMPLIANCE CERTIFICATE SHOWING THAT, AFTER GIVING EFFECT TO THIS CREDIT
AGREEMENT AND THE INDEBTEDNESS CONTEMPLATED TO BE INCURRED BY THE COMPANY ON THE
CLOSING DATE AND THE USE OF PROCEEDS THEREOF, THE COMPANY IS IN COMPLIANCE WITH
THE PROVISIONS OF THIS CREDIT AGREEMENT ON A PRO FORMA BASIS AS OF THE CLOSING
DATE.
(G)
OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS, FILINGS, INSTRUMENTS AND
PAPERS RELATING TO THE DOCUMENTS REFERRED TO HEREIN AND THE TRANSACTIONS
CONTEMPLATED HEREBY AS ANY LENDER OR SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT
SHALL REASONABLY REQUIRE SHALL HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT.
(H)
CERTAIN FEES.
ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE
AGENT, THE JOINT LEAD ARRANGERS, THE INITIAL LENDERS AND THE OTHER LENDERS ON OR
BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID.
UNLESS WAIVED BY THE
ADMINISTRATIVE AGENT, THE COMPANY SHALL HAVE PAID ALL FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT TO THE EXTENT PROPERLY
INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH
FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF
SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH
THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER
PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE COMPANY AND THE ADMINISTRATIVE
AGENT).
(I)
REGULATORY APPROVALS.
THE COMPANY SHALL HAVE OBTAINED THE
APPROVALS OF ANY REGULATORY AUTHORITY SET FORTH ON SCHEDULE 6.03 HERETO REQUIRED
WITH RESPECT TO THIS CREDIT AGREEMENT (OTHER THAN AS SPECIFIED IN
SCHEDULE 6.03).
(J)
FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE RECEIVED THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS RESTRICTED
SUBSIDIARIES AS AT
68
September 30, 2005, and the related consolidated statements of operations and
stockholders' equity (deficiency) for the three month period ended on said date.
(K)
DEBT RATINGS.
THE FACILITIES SHALL HAVE RECEIVED A DEBT RATING
FROM MOODY'S AND S&P.
(L)
EXISTING CREDIT AGREEMENT.
THE LENDERS SHALL HAVE RECEIVED
SATISFACTORY EVIDENCE THAT THE EXISTING CREDIT AGREEMENT HAS BEEN, OR
CONCURRENTLY WITH THE CLOSING DATE IS BEING, TERMINATED AND ALL LIENS SECURING
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT HAVE BEEN, OR CONCURRENTLY WITH
THE CLOSING DATE ARE BEING, RELEASED.
(M)
TKR AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO IT THAT ALL OF THE UNPAID AMOUNTS OWED IN
RESPECT OF THE TKR LOANS HAVE BEEN CONVERTED TO EQUITY IN TKR AND THAT THE TKR
AGREEMENT HAS BEEN CANCELLED.
(N)
EXISTING LETTERS OF CREDIT.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A COPY OF EACH OF THE EXISTING LETTER OF CREDIT.
Without limiting the generality of the provisions of Section 9.04, for purposes
of determining compliance with the conditions specified in this Section 5.01,
each Lender that has signed this Credit Agreement shall be deemed to have
consented