OF EXHIBIT F-1 HERETO;
AND
(III)
SCHENCK, PRICE, SMITH & KING, LLP, SPECIAL NEW JERSEY COUNSEL TO THE
COMPANY AND THE RESTRICTED SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF
EXHIBIT F-2 HERETO;
(IV)
MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C., SPECIAL FCC COUNSEL TO
THE COMPANY AND THE RESTRICTED SUBSIDIARIES, SUBSTANTIALLY IN THE FORM OF
EXHIBIT F-3 HERETO;
and covering such other matters as any Lender or Lenders or special New York
counsel to the Administrative Agent, Pillsbury Winthrop Shaw Pittman LLP, may
reasonably request (and for purposes of such opinions such counsel may rely upon
opinions of counsel in other jurisdictions, provided that such other counsel are
satisfactory to special counsel to the Administrative Agent and such other
opinions state that the Lenders are entitled to rely thereon).
(E)
OPINION OF LENDERS' COUNSEL.
EACH LENDER SHALL HAVE RECEIVED A
FAVORABLE OPINION OF PILLSBURY WINTHROP SHAW PITTMAN LLP, SPECIAL NEW YORK
COUNSEL TO THE ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT G
HERETO AND COVERING SUCH OTHER MATTERS AS ANY LENDER OR LENDERS MAY REASONABLY
REQUEST.
(F)
COMPLIANCE CERTIFICATE.
THE LENDERS SHALL HAVE RECEIVED A COMPLIANCE
CERTIFICATE SHOWING THAT, AFTER GIVING EFFECT TO THIS CREDIT AGREEMENT AND THE
INDEBTEDNESS CONTEMPLATED TO BE INCURRED BY THE COMPANY ON THE CLOSING DATE AND
THE USE OF PROCEEDS THEREOF, THE COMPANY IS IN COMPLIANCE WITH THE PROVISIONS OF
THIS CREDIT AGREEMENT ON A PRO FORMA BASIS AS OF THE CLOSING DATE.
(G)
OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS, FILINGS, INSTRUMENTS AND PAPERS
RELATING TO THE DOCUMENTS REFERRED TO HEREIN AND THE TRANSACTIONS CONTEMPLATED
75
HEREBY AS ANY LENDER OR SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUIRE SHALL HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT.
(H)
CERTAIN FEES.
ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT,
THE JOINT LEAD ARRANGERS, THE INITIAL LENDERS AND THE OTHER LENDERS ON OR BEFORE
THE CLOSING DATE SHALL HAVE BEEN PAID.
UNLESS WAIVED BY THE ADMINISTRATIVE
AGENT, THE COMPANY SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF
COUNSEL TO THE ADMINISTRATIVE AGENT TO THE EXTENT PROPERLY INVOICED PRIOR TO OR
ON THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND
DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES
AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING
PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL
SETTLING OF ACCOUNTS BETWEEN THE COMPANY AND THE ADMINISTRATIVE AGENT).
(I)
REGULATORY APPROVALS.
THE COMPANY SHALL HAVE OBTAINED THE APPROVALS
OF ANY REGULATORY AUTHORITY SET FORTH ON SCHEDULE 6.03 HERETO REQUIRED WITH
RESPECT TO THIS CREDIT AGREEMENT (OTHER THAN AS SPECIFIED IN SCHEDULE 6.03).
(J)
FINANCIAL STATEMENTS.
THE LENDERS SHALL HAVE RECEIVED THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS RESTRICTED SUBSIDIARIES AS AT
SEPTEMBER 30, 2005, AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS AND
STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE THREE MONTH PERIOD ENDED ON SAID DATE.
(K)
DEBT RATINGS.
THE FACILITIES SHALL HAVE RECEIVED A DEBT RATING FROM
MOODY'S AND S&P.
(L)