2001) (Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten To Commit, or Support Terrorism).
Section 3.25.
Acquisition.
The Borrower has delivered to the Agent
full and complete copies of the Purchase Agreement and the Borrower has
completed the Acquisition in accordance with the Purchase Agreement.
The
Borrower contributed not less than One Hundred Million Dollars ($100,000,000.00)
in cash to finance the Acquisition.
Section 3.26.
Funding Date.
On the Funding Date: (a) the Senior
Leverage Ratio of the Loan Parties did not exceed 1.5 to 1.0; and (b) the
Borrower's Debt Capitalization Ratio did not exceed 0.5 to 1.0.
ARTICLE 4
CONDITIONS PRECEDENT
Section 4.01.
Conditions to Closing.
Prior to the Agent's and Lender's
execution of this Agreement each of the following conditions shall be satisfied:
4.01.1.
CLOSING SUBMISSIONS.
THE AGENT'S RECEIPT OF THE FOLLOWING, EACH
PROPERLY EXECUTED BY AN AUTHORIZED OFFICER OF THE SIGNING LOAN PARTY, EACH DATED
EITHER THE CLOSING DATE (OR, IN THE CASE OF CERTIFICATES OF GOVERNMENTAL
OFFICIALS, A RECENT DATE BEFORE THE CLOSING DATE) AND EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT AND ITS COUNSEL, (A) EXECUTED COUNTERPARTS
OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, (B) NOTES EXECUTED BY THE
BORROWER IN FAVOR OF EACH LENDER REQUESTING A NOTE FOR EACH LOAN EXTENDED BY
SUCH LENDER, (C) SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF AUTHORIZED OFFICERS OF EACH LOAN PARTY
AS THE AGENT MAY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY OF EACH
AUTHORIZED OFFICER THEREOF AUTHORIZED TO ACT AS A AUTHORIZED OFFICER IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO WHICH SUCH LOAN
PARTY IS A PARTY, (D) SUCH DOCUMENTS AND CERTIFICATIONS AS THE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND THAT EACH LOAN PARTY IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO
ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION
OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, AND
(E) A FAVORABLE OPINION OF COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE AGENT
AND THE LENDERS AS TO THE MATTERS ADDRESSED IN EXHIBIT F ATTACHED HERETO.
4.01.2.
FEES.
ANY FEES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING
DATE SHALL HAVE BEEN PAID.
4.01.3.
Officer Certificate; Other Submissions.
The receipt by the Agent
of: (a) a certificate signed by an Authorized Officer of the Borrower certifying
the absence of any continuing
44
DEFAULTS OR EVENTS OF DEFAULT; AND (B) SUCH OTHER ASSURANCES, CERTIFICATES,
DOCUMENTS, CONSENTS OR OPINIONS AS THE AGENT, THE ISSUING LENDER, OR THE
REQUIRED LENDERS REASONABLY MAY REQUIRE.
4.01.4.
LANDLORD WAREHOUSEMAN AGREEMENTS.
THE BORROWER SHALL HAVE
DELIVERED TO THE AGENT LANDLORD AGREEMENTS AND WAREHOUSE AGREEMENTS, IN FORMS
REASONABLY ACCEPTABLE TO THE AGENT, FOR EACH LOCATION ANY COLLATERAL IS LOCATED
WHICH IS NOT OWNED BY A LOAN PARTY UNLESS:
(I) THE COLLATERAL IS HELD BY A
PROCESSOR OR BAILEE FOR WHICH THE BORROWER HAS COMPLIED WITH THE LAST SENTENCE