FOR
53
THE BENEFIT OF THE LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED
THEREIN, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH
RESPECT TO LIENS AND OTHER MATTERS EXPRESSLY PERMITTED BY SECTION 6.3), SHALL BE
IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(N)
FIXED CHARGE COVERAGE RATIO.
AS OF THE RESTATEMENT DATE, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM THE CHIEF FINANCIAL
OFFICER OF THE BORROWER CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY TO
CALCULATE THE BORROWER'S CONSOLIDATED FIXED CHARGE COVERAGE RATIO FOR THE FOUR
CONSECUTIVE FISCAL QUARTERS ENDED DECEMBER 30, 2006.
(O)
SOLVENCY.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE
EXECUTED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER WHICH SHALL DOCUMENT THE
SOLVENCY OF EACH LOAN PARTY AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY.
(P)
PATRIOT ACT.
THE ADMINISTRATIVE AGENT AND THE ARRANGERS SHALL HAVE
RECEIVED, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE RESTATEMENT DATE, ALL
DOCUMENTATION AND OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES
UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND
REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE USA PATRIOT ACT AS IT SHALL HAVE
REASONABLY REQUESTED.
(Q)
USE OF PROCEEDS; REPAYMENT OF EXISTING TERM LOANS.
THE BORROWER SHALL
HAVE REPAID IN FULL ALL EXISTING TERM LOANS (OTHER THAN EXISTING TERM LOANS OF
CONTINUING LENDERS) WITH A PORTION OF THE PROCEEDS OF THE TRANCHE C TERM LOANS.
ANY REMAINING PROCEEDS OF SUCH TRANCHE C TERM LOAN SHALL BE USED SOLELY TO PAY
FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT, FOR GENERAL
CORPORATE PURPOSES AND TO CONSUMMATE THE ACQUISITION.
(R)
ACQUISITION.
THE ACQUISITION SHALL HAVE BEEN CONSUMMATED FOR A PURCHASE
PRICE NOT TO EXCEED $200,000,000 (EXCLUSIVE OF WORKING CAPITAL OR SIMILAR
ADJUSTMENTS), AS MORE PARTICULARLY SET FORTH IN THE ACQUISITION DOCUMENTATION
AND IN ACCORDANCE WITH THE TERMS THEREOF, AND NO MATERIAL PROVISION OF THE
ACQUISITION DOCUMENTATION SHALL HAVE BEEN WAIVED, AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
4.2
Conditions to Each Extension of Credit.
The agreement of each Lender to
make any extension of credit requested to be made by it on any date (including,
without limitation, its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES
MADE BY ANY LOAN PARTY IN OR PURSUANT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT SHALL BE TRUE AND CORRECT ON AND AS OF SUCH DATE AS IF MADE ON AND
AS OF SUCH DATE (UNLESS STATED TO RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER
DATE).
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(B)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE MAKING OF THE EXTENSIONS
OF CREDIT REQUESTED TO BE MADE ON SUCH DATE.
(C)
SENIOR DEBT.
A RESPONSIBLE OFFICER