DATE, COMPANY SHALL HAVE RECEIVED CASH
PROCEEDS OF AT LEAST $190,000,000 (CALCULATED BEFORE INITIAL PURCHASERS'
DISCOUNTS, ORIGINAL ISSUE DISCOUNT AND COMMISSIONS) FROM THE ISSUANCE BY IT OF A
LIKE PRINCIPAL AMOUNT OF NEW SENIOR NOTES AND COMPANY SHALL HAVE UTILIZED THE
FULL AMOUNT OF THE CASH PROCEEDS RECEIVED BY IT TO MAKE PAYMENTS OWING IN
CONNECTION WITH THE TRANSACTION PRIOR TO THE UTILIZATION BY COMPANY OF ANY
PROCEEDS OF LOANS FOR SUCH PURPOSE.
89
(II)
ON THE CLOSING DATE, THE ISSUANCE OF THE NEW SENIOR NOTES SHALL
HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
APPLICABLE RELATED AGREEMENTS THEREFOR AND ALL APPLICABLE LAWS.
ON THE CLOSING
DATE, (X) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TRUE AND CORRECT COPIES OF
ALL NEW SENIOR NOTES DOCUMENTS (TOGETHER WITH THE EXHIBITS AND SCHEDULES
THERETO) IN THE FORM SO EXECUTED, IN EACH CASE CERTIFIED AS SUCH BY A
RESPONSIBLE OFFICER OF COMPANY, (Y) ALL SUCH NEW SENIOR NOTES DOCUMENTS AND ALL
TERMS AND CONDITIONS THEREOF (INCLUDING, WITHOUT LIMITATION, AMORTIZATION,
MATURITIES, INTEREST RATES, COVENANTS, DEFAULTS, REMEDIES, GUARANTIES AND
GUARANTORS) SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT AND (Z) ALL SUCH NEW SENIOR NOTES DOCUMENTS SHALL BE IN
FULL FORCE AND EFFECT.
D.
OTHER RELATED AGREEMENTS IN FULL FORCE AND EFFECT.
ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A FULLY EXECUTED OR CONFORMED COPY OF EACH OF THE
OTHER RELATED AGREEMENTS AND ANY DOCUMENTS EXECUTED IN CONNECTION THEREWITH.
EACH SUCH RELATED AGREEMENT SHALL BE IN FULL FORCE AND EFFECT AND NO PROVISION
THEREOF SHALL HAVE BEEN MODIFIED OR WAIVED IN ANY RESPECT DETERMINED BY
ADMINISTRATIVE AGENT TO BE MATERIAL.
E.
APPROVALS.
ON OR PRIOR TO THE CLOSING DATE, (I) ALL NECESSARY
GOVERNMENTAL (DOMESTIC AND FOREIGN) AND MATERIAL THIRD PARTY APPROVALS AND/OR
CONSENTS IN CONNECTION WITH THE TRANSACTION, THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY AND THE GRANTING OF LIENS UNDER THE LOAN DOCUMENTS SHALL HAVE BEEN
OBTAINED AND REMAIN IN EFFECT, AND ALL APPLICABLE WAITING PERIODS WITH RESPECT
THERETO SHALL HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN BY ANY COMPETENT
AUTHORITY WHICH RESTRAINS, PREVENTS OR IMPOSES MATERIALLY ADVERSE CONDITIONS
UPON THE CONSUMMATION OF THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS OR RELATED AGREEMENTS OR OTHERWISE REFERRED TO HEREIN OR
THEREIN, (II) THERE SHALL NOT EXIST ANY JUDGMENT, ORDER, INJUNCTION OR OTHER
RESTRAINT ISSUED OR FILED OR A HEARING SEEKING INJUNCTIVE RELIEF OR OTHER
RESTRAINT PENDING OR NOTIFIED PROHIBITING OR IMPOSING MATERIALLY ADVERSE
CONDITIONS UPON THE TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE
LOAN DOCUMENTS OR THE RELATED AGREEMENTS OR OTHERWISE REFERRED TO HEREIN OR
THEREIN AND (III) THERE SHALL BE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR
THREATENED (A) WITH RESPECT TO THE TRANSACTION, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR (B) WHICH ADMINISTRATIVE AGENT OR THE REQUISITE LENDERS SHALL
DETERMINE HAS HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE
EFFECT.
F.
MATTERS RELATING TO EXISTING INDEBTEDNESS OF COMPANY AND ITS
SUBSIDIARIES.
(I)
TERMINATION OF EXISTING CREDIT AGREEMENT AND RELATED LIENS;
EXISTING LETTERS