SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
(WHICH MAY INCLUDE FACSIMILE TRANSMISSION OR E-MAIL OF A SIGNED SIGNATURE PAGE
OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN
OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE
EFFECTIVE DATE) OF FOLEY & LARDNER LLP, SPECIAL NEW YORK COUNSEL FOR THE
COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT B-1, SHARON BARNER, INTERNAL
COUNSEL TO THE COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT B-2 AND RAYMOND J.
EYRES, INTERNAL COUNSEL TO THE ORIGINAL SUBSIDIARY BORROWERS, SUBSTANTIALLY IN
THE FORM OF EXHIBIT B-3, IN EACH CASE COVERING SUCH OTHER MATTERS RELATING TO
THE CREDIT PARTIES, THE LOAN DOCUMENTS OR THE TRANSACTIONS AS THE ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST.
THE COMPANY AND EACH ORIGINAL SUBSIDIARY
BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF THE BORROWERS, THE
AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS RELATING TO THE
BORROWERS, THE LOAN DOCUMENTS OR THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
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(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE COMPANY, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN
PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED REASONABLY IN ADVANCE OF THE EFFECTIVE DATE, REIMBURSEMENT OR
PAYMENT OF ALL OUT‐OF‐POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE
BORROWERS UNDER THE LOAN DOCUMENTS.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT OF THE PAYMENT OF ALL PRINCIPAL OF AND INTEREST ON ANY LOANS
OUTSTANDING UNDER, AND ALL ACCRUED COMMITMENT FEES UNDER, THE EXISTING CREDIT
AGREEMENT.
The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
The Company
and the Lenders party to the Existing Credit Agreement hereby agree that upon
the Effective Date:
(i) the commitments of the banks under the Existing Credit
Agreement shall terminate in their entirety immediately and automatically on the
Effective Date, and such Existing Credit Agreement shall be terminated, without
further action by any party to the Existing Credit Agreement, (ii) all
participations created thereunder in the Existing Letters of Credit shall
terminate and (iii) subject to Section 2.15 of the Existing Credit Agreement,
the Company may prepay any and all loans outstanding (and terminate the
commitments) thereunder on the Effective Date and any requirement for notice of
such prepayment or termination shall be waived.
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO