make the Loans, for the Issuing Bank to issue
Letters of Credit, and for the Swingline Lender to make the Swingline Loans are
subject to the following conditions precedent:
7.1
DOCUMENTS.
THE CREDITOR PARTIES SHALL HAVE RECEIVED EACH OF THE
FOLLOWING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SUCH CREDITOR
PARTIES AND THEIR RESPECTIVE COUNSEL:
(A)
COUNTERPARTS OF THIS CREDIT AGREEMENT, AND THE OTHER LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THOSE DOCUMENTS REFLECTED ON THE
CLOSING CHECKLIST ATTACHED TO THIS CREDIT AGREEMENT AS EXHIBIT 7.1, DULY
EXECUTED AND DELIVERED BY EACH OF THE PARTIES THERETO;
(B)
A FIRM COMMITMENT FROM SUCH INVESTORS AS ARE REASONABLY ACCEPTABLE
TO EACH OF THE LENDERS FOR THE CASH PURCHASE FROM CHC OF AT LEAST $100,000,000
OF ITS CONVERTIBLE PREFERRED CAPITAL STOCK; AND
(C)
SUCH OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS AND THE
COMPLETION OF ALL ACTIONS AS THE CREDITOR PARTIES MAY REASONABLY REQUEST.
7.2
OTHER CONDITIONS PRECEDENT TO ANY LOANS.
(A)
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AS OF THE DATE OF
THE MAKING OF THE LOAN OR WOULD EXIST IMMEDIATELY AFTER GIVING EFFECT THERETO.
(B)
ALL WARRANTIES AND REPRESENTATIONS MADE BY OR ON BEHALF OF EITHER
OF THE BORROWERS OR ANY OF THE GUARANTORS TO ANY OF THE CREDITOR PARTIES
PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND ACCURATE IN ALL MATERIAL
RESPECTS.
(C)
THE CREDITOR PARTIES SHALL BE SATISFIED THAT THE PLEDGE AGREEMENTS
CREATE OR WILL CREATE, AS SECURITY FOR THE OBLIGATIONS, A VALID AND ENFORCEABLE
PERFECTED FIRST PRIORITY SECURITY INTEREST IN AND LIEN UPON ALL OF THE EQUITY
COLLATERAL IN FAVOR OF THE ADMINISTRATIVE AGENT, ON BEHALF OF THE CREDITOR
PARTIES, SUBJECT TO NO OTHER LIENS, OTHER THAN SUCH LIENS AS ARE PERMITTED
PURSUANT TO THE TERMS OF THE PLEDGE AGREEMENTS.
(D)
IN THE GOOD FAITH JUDGMENT OF THE ADMINISTRATIVE AGENT:
53
NO LITIGATION, ACTION, SUIT, INVESTIGATION OR OTHER ARBITRAL, ADMINISTRATIVE OR
JUDICIAL PROCEEDING SHALL BE PENDING OR THREATENED WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; AND
THE BORROWERS AND THE GUARANTORS SHALL HAVE RECEIVED ALL APPROVALS, CONSENTS AND
WAIVERS, AND SHALL HAVE MADE OR GIVEN ALL NECESSARY FILINGS AND NOTICES AS SHALL
BE REQUIRED TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE
OCCURRENCE OF ANY DEFAULT UNDER, CONFLICT WITH OR VIOLATION OF (1) ANY
APPLICABLE LAW OR (2) ANY AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY SUCH
PERSON IS A PARTY OR BY WHICH ANY OF THEM OR THEIR RESPECTIVE PROPERTIES IS
BOUND, EXCEPT FOR SUCH APPROVALS, CONSENTS, WAIVERS, FILINGS AND NOTICES THE
RECEIPT, MAKING OR GIVING OF WHICH WOULD NOT REASONABLY BE LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(E)
THE BORROWERS SHALL HAVE PAID THE ADMINISTRATIVE AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS, WHERE APPLICABLE, SUCH AMOUNTS AS SHALL BE DUE
UNDER THE FEE LETTER AND SHALL HAVE PAID ALL OTHER AMOUNTS REQUIRED TO BE PAID
HEREUNDER.
(F)
WITH RESPECT TO ANY REVOLVING LOANS REQUESTED AFTER JANUARY 31,
2008, THE EXISTING LETTER OF CREDIT SHALL HAVE EXPIRED OR BEEN REPLACED.