SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN
SECTIONS 4.02(A) AND (B) HAVE BEEN SATISFIED, AND (B) THAT THERE HAS BEEN NO
EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS THAT
HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT; AND (C) A CALCULATION OF THE LEVERAGE
RATIO AS OF THE LAST DAY OF THE FISCAL QUARTER OF THE BORROWER MOST RECENTLY
ENDED PRIOR TO THE CLOSING DATE;
(IX)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT;
(X)
EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT OF PAYMENT IN FULL (WHICH PAYMENT MAY BE MADE WITH THE
INITIAL REVOLVING LOAN HEREUNDER) OF ALL AMOUNTS OWING UNDER THE EXISTING CREDIT
AGREEMENT;
(XI)
AN EXECUTED BORROWING BASE CERTIFICATE AS OF
MARCH 31, 2006;
(XII)
EVIDENCE SATISFACTORY TO THE AGENT THAT AS OF
THE CLOSING DATE, ASSUMING THE TOTAL OUTSTANDINGS EQUAL TO THE AGGREGATE
COMMITMENT, THAT THE TOTAL OUTSTANDINGS WOULD BE PERMITTED UNDER SECTION 4.06 OF
THE SENIOR NOTE INDENTURE; AND
(XIII)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS,
CONSENTS OR OPINIONS AS THE ADMINISTRATIVE AGENT, THE L/C ISSUER, THE SWING LINE
LENDER OR THE REQUIRED LENDERS REASONABLY MAY REQUIRE.
(B)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE
THE CLOSING DATE SHALL HAVE BEEN PAID, AND ALL FEE LETTERS SHALL BE IN FULL
FORCE AND EFFECT.
(C)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT,
THE BORROWER SHALL HAVE PAID ALL ATTORNEY COSTS OF THE ADMINISTRATIVE AGENT TO
THE EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL
AMOUNTS OF ATTORNEY COSTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF
ATTORNEY COSTS INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS
(PROVIDED THAT
59
SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN
THE BORROWER AND THE ADMINISTRATIVE AGENT).
(D)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR
BEFORE MAY 16, 2006.
4.02
CONDITIONS TO ALL CREDIT EXTENSIONS. THE OBLIGATION
OF EACH LENDER TO HONOR ANY REQUEST FOR CREDIT EXTENSION (OTHER THAN A REVOLVING
LOAN NOTICE REQUESTING ONLY A CONVERSION OF REVOLVING LOANS TO THE OTHER TYPE,
OR A CONTINUATION OF EURODOLLAR RATE LOANS) IS SUBJECT TO THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER AND EACH OTHER LOAN PARTY CONTAINED IN ARTICLE V OR ANY OTHER LOAN
DOCUMENT, OR WHICH ARE CONTAINED IN ANY DOCUMENT FURNISHED AT ANY TIME UNDER OR
IN CONNECTION HEREWITH OR THEREWITH, SHALL BE TRUE AND CORRECT ON AND AS OF THE
DATE OF SUCH CREDIT EXTENSION, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS
AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL
BE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF
THIS SECTION 4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SUBSECTIONS (A) AND (B) OF SECTION