SUCH FISCAL YEAR (COLLECTIVELY, THE "PROJECTIONS") IN THE
FORM DELIVERED TO THE BOARD OF DIRECTORS OF THE COMPANY, WHICH PROJECTIONS SHALL
BE ACCOMPANIED BY A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY
STATING THAT SUCH PROJECTIONS ARE BASED ON THEN REASONABLE ESTIMATES AND THEN
AVAILABLE INFORMATION AND ASSUMPTIONS; IT BEING UNDERSTOOD THAT THE PROJECTIONS
ARE MADE ON THE BASIS OF THE COMPANY'S THEN CURRENT GOOD FAITH VIEWS AND
ASSUMPTIONS BELIEVED TO BE REASONABLE WHEN MADE WITH RESPECT TO FUTURE EVENTS,
AND ASSUMPTIONS THAT THE COMPANY BELIEVES TO BE REASONABLE AS OF THE DATE
THEREOF (IT BEING UNDERSTOOD THAT PROJECTIONS ARE INHERENTLY UNRELIABLE AND THAT
ACTUAL PERFORMANCE MAY DIFFER MATERIALLY FROM THE PROJECTIONS).
(r)
Subsection 5.2 of the Bridge Loan Agreement is hereby deleted in
its entirety and the following new subsection 5.2 is inserted in its place:
5.2.
CERTIFICATES; OTHER INFORMATION.
FURNISH TO EACH LENDER:
(A)(I) AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN THE FIFTH BUSINESS
DAY OF EACH CALENDAR WEEK, A REPORT OF THE AVERAGE DAILY LIQUIDITY AVAILABILITY
FOR THE IMMEDIATELY PRECEDING CALENDAR WEEK, IN A FORM REASONABLY SATISFACTORY
TO THE AGENT AND CERTIFIED BY THE CHIEF RESTRUCTURING OFFICER OF THE COMPANY AND
(II) AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN THE THIRD BUSINESS DAY
PRIOR TO ANY PREPAYMENT, REDEMPTION OR PURCHASE OF THE EXISTING NOTES PURSUANT
TO A PERMITTED NOTES REFINANCING OR ANY REDEMPTION OR PURCHASE OF INDEBTEDNESS
UNDER THE SENIOR CREDIT FACILITY OR HEREUNDER PURSUANT TO AN AUCTION, A REPORT
OF THE AVERAGE DAILY LIQUIDITY AVAILABILITY FOR EACH OF THE THREE MONTHS PRIOR
TO SUCH PREPAYMENT, REDEMPTION OR PURCHASE;
(B) PROMPTLY AND IN ANY EVENT WITHIN 3 BUSINESS DAYS AFTER ANY LOAN PARTY OR ANY
ERISA AFFILIATE KNOWS THAT ANY ERISA EVENT HAS OCCURRED WITH RESPECT TO AN ERISA
PLAN, A STATEMENT OF A RESPONSIBLE OFFICER OF THE COMPANY DESCRIBING SUCH ERISA
EVENT AND THE ACTION, IF ANY, THAT SUCH LOAN PARTY OR SUCH ERISA AFFILIATE HAS
TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO, ON THE DATE ANY RECORDS,
DOCUMENTS OR OTHER INFORMATION MUST BE FURNISHED TO THE PBGC WITH RESPECT TO ANY
ERISA PLAN PURSUANT TO SECTION 4010 OF ERISA, A COPY OF SUCH RECORDS, DOCUMENTS
AND INFORMATION;
(C) PROMPTLY AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER RECEIPT THEREOF BY
ANY LOAN PARTY OR ANY ERISA AFFILIATE, COPIES OF EACH NOTICE FROM THE PBGC
STATING ITS INTENTION TO TERMINATE ANY ERISA PLAN OR TO HAVE A TRUSTEE APPOINTED
TO ADMINISTER ANY ERISA PLAN;
(D) PROMPTLY AND IN ANY EVENT WITHIN 60 DAYS AFTER THE FILING THEREOF WITH THE
UNITED STATES INTERNAL REVENUE SERVICE, COPIES OF EACH SCHEDULE B (ACTUARIAL
INFORMATION) TO THE ANNUAL REPORT (FORM 5500 SERIES) WITH RESPECT TO EACH ERISA
PLAN;
15
(E) PROMPTLY AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER RECEIPT THEREOF BY
ANY LOAN PARTY OR ANY ERISA AFFILIATE FROM THE SPONSOR OF A MULTIEMPLOYER PLAN,
COPIES OF EACH NOTICE CONCERNING (I) THE IMPOSITION OF WITHDRAWAL