BE PAID BY THE BORROWER HEREUNDER OR PREVIOUSLY AGREED
TO IN WRITING BY THE BORROWER AND THE AGENTS.
(I)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT AND THE LEAD
ARRANGER SHALL HAVE RECEIVED (I) A CERTIFICATE OF EACH LOAN PARTY, DATED THE
CLOSING DATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT H, WITH APPROPRIATE
INSERTIONS AND ATTACHMENTS INCLUDING THE CERTIFICATE OF INCORPORATION OF EACH
LOAN PARTY (WHICH WILL INCLUDE, WHERE APPLICABLE, THE CERTIFICATE OF DESIGNATION
FOR THE SERIES Z PREFERRED) THAT IS A CORPORATION CERTIFIED BY THE RELEVANT
AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY, AND (II) A
LONG FORM GOOD STANDING CERTIFICATE FOR EACH LOAN PARTY FROM ITS JURISDICTION OF
ORGANIZATION.
(J)
PATRIOT ACT.
THE LENDERS SHALL HAVE RECEIVED, SUFFICIENTLY IN
ADVANCE OF THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY
BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION THE UNITED STATES
PATRIOT ACT (TITLE III OF
52
PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)), IN EACH CASE IF REQUESTED BY
SUCH LENDER (SUCH SATISFACTION TO BE EVIDENCED BY EACH LENDER'S EXECUTION OF
THIS AGREEMENT).
(K)
COKE CONTRACT.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER
SHALL HAVE RECEIVED COPIES OF THE COKE BEVERAGE MARKETING AGREEMENT, TOGETHER
WITH A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER CERTIFYING SUCH
DOCUMENT AS BEING A TRUE, CORRECT, AND COMPLETE COPY THEREOF.
(L)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT AND THE LEAD ARRANGER
SHALL HAVE RECEIVED THE FOLLOWING EXECUTED LEGAL OPINIONS:
(i)
the legal opinion of Holme Roberts & Owen LLP, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit I-1; and
(ii)
the legal opinion of local counsel in New Jersey and of such
other special and local counsel as may be reasonably required by the
Administrative Agent.
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.
6.2.
Conditions to the Initial Borrowing Date.
The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior or concurrently with the making of such
extension of credit on the Initial Borrowing Date, of the following conditions
precedent:
(A)
GUARANTEE AND COLLATERAL AGREEMENTS.
THE ADMINISTRATIVE AGENT AND
THE LEAD ARRANGER SHALL HAVE RECEIVED (I) THE GUARANTEE AND COLLATERAL
AGREEMENT, EXECUTED AND DELIVERED BY THE BORROWER AND EACH SUBSIDIARY GUARANTOR,
(II) AN ACKNOWLEDGMENT AND CONSENT IN THE FORM ATTACHED TO THE GUARANTEE AND
COLLATERAL AGREEMENTS, EXECUTED AND DELIVERED BY EACH ISSUER (AS DEFINED
THEREIN), IF ANY, THAT IS NOT A LOAN PARTY AND (III) THE SECOND LIEN CREDIT
DOCUMENTS (EXCEPT TO THE EXTENT PREVIOUSLY DELIVERED PURSUANT TO
SECTION 6.1(B) ABOVE).
(B)
SECOND LIEN TERM LOANS.
THE BORROWER SHALL HAVE RECEIVED
$65,000,000 IN GROSS CASH PROCEEDS FROM BORROWINGS OF THE SECOND LIEN TERM LOANS
UNDER THE SECOND LIEN CREDIT AGREEMENT.
(C)
SUBORDINATED LOANS.
THE BORROWER SHALL HAVE RECEIVED $24,375,000
IN GROSS PROCEEDS