EXECUTED BY THE COMPANY, THE ADMINISTRATIVE AGENT, REQUISITE LENDERS AND THE
ISSUING BANK;
(II)
GUARANTY.
THE GUARANTY EXECUTED BY THE
COMPANY AND THE ADMINISTRATIVE AGENT.
(III)
NOTES.
IF REQUESTED BY A LENDER, NOTES
EXECUTED BY THE COMPANY IN FAVOR OF SUCH LENDER;
(IV)
RESOLUTIONS; INCUMBENCY OF THE COMPANY.
(A)
COPIES OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY APPROVING AND
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THE
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO BE DELIVERED BY THE COMPANY HEREUNDER,
AND AUTHORIZING THE BORROWING OF THE LOANS, CERTIFIED AS OF THE EFFECTIVE DATE
BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE COMPANY AND (B) A CERTIFICATE
OF THE SECRETARY OR ASSISTANT SECRETARY OF THE COMPANY (X) CERTIFYING THE NAMES
AND TRUE SIGNATURES OF THE OFFICERS OF THE COMPANY AUTHORIZED TO EXECUTE,
DELIVER AND PERFORM THE LOAN DOCUMENTS TO BE DELIVERED BY THE COMPANY HEREUNDER,
AND (Y) DESIGNATING THE OFFICERS TO BE DEEMED RESPONSIBLE OFFICERS UNDER THIS
AGREEMENT, AND CERTIFYING THE NAMES AND TRUE SIGNATURE OF SUCH RESPONSIBLE
OFFICERS;
(V)
ARTICLES OF INCORPORATION; BY-LAWS AND GOOD
STANDING OF THE COMPANY.
EACH OF THE FOLLOWING DOCUMENTS: (A) THE ARTICLES OR
CERTIFICATE OF INCORPORATION OF THE COMPANY AS IN EFFECT ON THE EFFECTIVE DATE,
CERTIFIED BY THE SECRETARY OF STATE OF THE STATE OF INCORPORATION OF THE COMPANY
AS OF A RECENT DATE, AND THE BYLAWS OF THE COMPANY AS IN EFFECT ON THE EFFECTIVE
DATE, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE COMPANY AS OF THE
EFFECTIVE DATE; AND
49
(B) A GOOD STANDING CERTIFICATE FOR THE COMPANY FROM THE SECRETARY OF STATE OF
DELAWARE AS OF A RECENT DATE;
(VI)
OPINION OF COUNSEL.
AN OPINION OF COUNSEL FOR
THE COMPANY AND ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS DATED AS
OF THE EFFECTIVE DATE SUBSTANTIALLY IN THE FORM OF EXHIBIT H;
(VII)
OFFICER'S CERTIFICATE.
A CERTIFICATE OF A
RESPONSIBLE OFFICER DATED THE EFFECTIVE DATE CERTIFYING THAT (A) THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS, (B) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AND (C) THERE HAS OCCURRED SINCE JANUARY 31, 2004, NO EVENT OR
CIRCUMSTANCE THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT;
(VIII)
OTHER DOCUMENTS.
SUCH OTHER APPROVALS, OPINIONS
OR DOCUMENTS AS J.P. MORGAN SECURITIES INC., JPMORGAN CHASE BANK,
SALOMON SMITH
BARNEY
INC. AND THE LENDERS MAY REASONABLY REQUEST BY NOTICE TO THE COMPANY
PRIOR TO THE EFFECTIVE DATE;
(IX)
PAYMENT OF ATTORNEY'S COSTS.
ALL ATTORNEY
COSTS OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION OF THE LOAN
DOCUMENTS PAYABLE PURSUANT TO SECTION 10.04, AND INVOICED TO THE COMPANY PRIOR
TO THE INITIAL EXTENSION OF CREDIT UNDER THIS AGREEMENT, SHALL HAVE BEEN PAID.
SECTION 4.02.
ANY EXTENSIONS OF CREDIT.
THE OBLIGATION OF EACH LENDER TO MAKE
ANY EXTENSION OF CREDIT (OTHER THAN A FOREIGN CURRENCY LOAN TO A FOREIGN
BORROWER) AND OF THE ISSUING BANK TO ISSUE ANY LETTER OF