FULLY EXECUTED COPY OF THIS AGREEMENT AND, FOR EACH BANK REQUESTING THE
SAME, AN A NOTE OF THE COMPANY PAYABLE TO THE ORDER OF SUCH BANK.
(II)
CERTIFIED COPIES OF (A) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OR OTHER
GOVERNING BODY OF THE COMPANY APPROVING THIS AGREEMENT AND THE NOTES; AND
(B) ALL
54
DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE OR OTHER AUTHORIZING ACTION AND
GOVERNMENTAL APPROVALS, IF ANY, WITH RESPECT TO THIS AGREEMENT AND THE NOTES.
(III)
SIGNED COPIES OF A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY
OR OTHER APPROPRIATE OFFICER OR REPRESENTATIVE OF THE COMPANY CERTIFYING THE
NAMES AND TRUE SIGNATURES OF THE OFFICERS OR OTHER REPRESENTATIVES OF THE
COMPANY AUTHORIZED TO SIGN THIS AGREEMENT AND THE NOTES AND THE OTHER DOCUMENTS
OR CERTIFICATES TO BE DELIVERED BY THE COMPANY PURSUANT TO THIS AGREEMENT. THE
AGENT MAY CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL THE AGENT SHALL RECEIVE A
FURTHER CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OR OTHER
REPRESENTATIVE CANCELING OR AMENDING THE PRIOR CERTIFICATE AND SUBMITTING THE
SIGNATURES OF THE OFFICERS OR OTHER REPRESENTATIVES NAMED IN SUCH FURTHER
CERTIFICATE.
(IV)
A CERTIFICATE EXECUTED BY THE TREASURER OF THE COMPANY ON BEHALF OF THE
COMPANY CERTIFYING THAT AS OF THE RESTATEMENT DATE, SINCE DECEMBER 31, 2005
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, FINANCIAL CONDITION,
OPERATIONS, PROPERTIES OR PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN
AS A WHOLE, OR IN THE ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT OR ANY NOTE.
(V)
FAVORABLE OPINIONS OF THE GENERAL COUNSEL OR AN ASSOCIATE GENERAL COUNSEL
OF THE COMPANY IN SUBSTANTIALLY THE FORM OF EXHIBIT E HERETO AND SPECIAL COUNSEL
FOR THE COMPANY IN SUBSTANTIALLY THE FORM OF EXHIBIT F HERETO. SUCH COUNSEL
SHALL BE REASONABLY SATISFACTORY TO THE AGENT.
(VI)
A FAVORABLE OPINION OF SIDLEY AUSTIN LLP, COUNSEL FOR THE AGENT AND THE
EURO-AGENT, IN SUBSTANTIALLY THE FORM OF EXHIBIT H HERETO.
(B)
THE OBLIGATION OF EACH BANK TO MAKE ITS INITIAL ADVANCE ON THE OCCASION OF
THE INITIAL BORROWING BY ANY BORROWING SUBSIDIARY AND THE OBLIGATION OF ANY
ISSUING BANK TO ISSUE AND EACH BANK TO PARTICIPATE IN ANY LETTER OF CREDIT
ISSUED ON BEHALF OF SUCH BORROWING SUBSIDIARY HEREUNDER, ON OR AFTER THE
RESTATEMENT DATE, IS SUBJECT TO THE CONDITIONS PRECEDENT THAT (I) ALL FACILITY,
AGENCY AND ADMINISTRATIVE FEES PROVIDED FOR UNDER THE TERMS OF THIS AGREEMENT,
ACCRUED TO THE DATE OF SUCH INITIAL ADVANCE OR LETTER OF CREDIT, SHALL HAVE BEEN
PAID BY THE COMPANY; AND (II) THE AGENT SHALL HAVE RECEIVED ON OR BEFORE THE DAY
OF SUCH INITIAL BORROWING OR LETTER OF CREDIT THE FOLLOWING, EACH DATED SUCH DAY
OR WITHIN TWO BUSINESS DAYS PRIOR TO SUCH DAY, IN FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT AND (EXCEPT FOR ANY NOTES) IN SUFFICIENT COPIES FOR
EACH BANK:
(A)
A fully executed copy of the Election to Participate and, for each Bank
requesting the same, an A Note of such Borrowing Subsidiary payable to