the Administrative Agent, or duly waived in writing in accordance with
Section 13.2, whereupon each Lender shall be obligated to fund its Pro Rata
Share of the Stage 1 Loan within 1 Business Day of receipt of the notice
referred to in Section 2.1(h) below.
(A)
CREDIT AGREEMENT. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
COUNTERPARTS OF THIS AGREEMENT DULY EXECUTED BY EACH OF BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS.
(B)
INTERIM ORDER. THE BANKRUPTCY COURT SHALL HAVE ENTERED THE INTERIM
ORDER, WHICH ORDER SHALL BE IN EFFECT AND UNSTAYED AS OF THE CLOSING DATE AND
WHICH ORDER
9
SHALL NOT HAVE BEEN REVERSED, MODIFIED OR AMENDED AS A WHOLE OR IN PART WITHOUT
THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
(C)
LOAN DOCUMENTS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
DOCUMENTS, INSTRUMENTS AND AGREEMENTS LISTED ON ANNEX C.
(D)
APPROVALS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(I) SATISFACTORY EVIDENCE THAT THE BORROWERS HAVE OBTAINED ALL REQUIRED CONSENTS
AND APPROVALS OF ALL PERSONS, INCLUDING ALL REQUISITE GOVERNMENTAL AUTHORITIES,
TO THE EXECUTION, DELIVERY, PERFORMANCE AND CONSUMMATION OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, OR (II) AN OFFICER'S CERTIFICATE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AFFIRMING THAT NO SUCH
CONSENTS OR APPROVALS ARE REQUIRED.
(E)
PAYMENT OF FEES. THE BORROWERS SHALL HAVE PAID TO THE
ADMINISTRATIVE AGENT THE FEES REQUIRED TO BE PAID ON THE CLOSING DATE AND SHALL
HAVE REIMBURSED THE ADMINISTRATIVE AGENT FOR ALL REASONABLE AND DOCUMENTED FEES,
COSTS AND EXPENSES OF CLOSING PRESENTED AS OF THE CLOSING DATE TO THE EXTENT
REQUIRED BY THIS AGREEMENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE
ADMINISTRATIVE AGENCY FEE INVOICED TO THE BORROWERS PRIOR TO THE DATE HEREOF).
(F)
NO MATERIAL ADVERSE EFFECT. THERE HAS BEEN NO MATERIAL ADVERSE
EFFECT SINCE THE DATE OF ANY BORROWER'S FORM 10-K OR 10-Q MOST RECENTLY FILED
PRIOR TO THE CLOSING DATE AS UPDATED BY SUBSEQUENT PUBLIC FILINGS PRIOR TO THE
CLOSING DATE AND OTHER WRITTEN MATERIALS PROVIDED TO THE ADMINISTRATIVE AGENT OR
THE INITIAL LENDERS PRIOR TO THE CLOSING DATE (INCLUDING, WITHOUT LIMITATION,
THE PROJECTIONS, AND REVENUE BUILD AND CASH FLOW DATA DELIVERED PRIOR TO THE
CLOSING DATE).
(G)
MOTIONS AND FILINGS. THE ADMINISTRATIVE AGENT'S REASONABLE
DETERMINATION THAT ALL MOTIONS, ORDERS AND OTHER PLEADINGS OR RELATED DOCUMENTS
TO BE FILED OR SUBMITTED TO THE BANKRUPTCY COURT IN CONNECTION WITH THE LOAN
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY SHALL BE CONSISTENT WITH THE
TERMS HEREOF.
(H)
NOTICE OF BORROWING.
THE BORROWER AGENT SHALL HAVE DELIVERED A
NOTICE OF BORROWING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT NOT LATER THAN 4 BUSINESS DAYS FOLLOWING THE ENTRY OF THE
INTERIM ORDER.
2.2
STAGE 2 CONDITIONS.
THE BORROWERS MAY, ON ANY DATE FOLLOWING THE DATE THAT IS 30 DAYS AFTER THE
FUNDING OF THE STAGE 1 LOAN, BY NOTICE IN WRITING TO THE ADMINISTRATIVE AGENT
AND EACH LENDER, REQUEST STAGE 2 LOANS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT
MORE THAN $45,000,000.
THE LENDERS MAY IN THEIR SOLE DISCRETION HAVING