OF EXHIBIT
B.
THE BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND, IF APPLICABLE, GOOD STANDING OF THE
BORROWER, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS
RELATING TO THE BORROWER, THIS AGREEMENT OR THE TRANSACTIONS, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE REPRESENTATIONS OF THE BORROWER SET FORTH IN ARTICLE III OF THIS
AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH BORROWING.
15
(E)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(F)
THE BORROWER SHALL HAVE DELIVERED THE FIRM PUBLIC OFFERING SHARES TO THE
UNDERWRITERS OF THE BORROWER'S INITIAL PUBLIC OFFERING WITHIN FOUR (4) BUSINESS
DAYS AFTER THE MASTER AGREEMENT CLOSING DATE.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notices shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 7.02) at or prior to 3:00 p.m., New
York City time, on June 11, 2004 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).
ARTICLE V
EVENTS OF DEFAULT
If any of the following events ("Events of Default") shall occur:
(A)
THE BORROWER SHALL FAIL TO PAY WHEN DUE ANY PRINCIPAL OF ANY LOAN MADE TO
IT;
(B)
THE BORROWER SHALL FAIL TO PAY WHEN DUE ANY INTEREST ON ANY LOAN, AND SUCH
FAILURE SHALL NOT BE CURED WITHIN FIVE DAYS AFTER RECEIPT BY THE BORROWER OF
NOTICE OF SUCH FAILURE FROM THE ADMINISTRATIVE AGENT;
(C)
IF A DEFAULT SHALL OCCUR IN RESPECT OF ANY OTHER INDEBTEDNESS OF THE
BORROWER IN AN AGGREGATE PRINCIPAL AMOUNT OF $25,000,000 OR MORE AND SUCH
DEFAULT CAUSES ACCELERATION THEREOF;
(D)
BANKRUPTCY, REORGANIZATION, INSOLVENCY, RECEIVERSHIP, OR SIMILAR
PROCEEDINGS ARE INSTITUTED BY OR AGAINST THE BORROWER, AND, IF INSTITUTED
AGAINST THE BORROWER, ARE NOT VACATED WITHIN 60 DAYS;
(E)
THE BORROWER MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(F)
ANY REPRESENTATION OR WARRANTY MADE IN WRITING OR DEEMED MADE BY THE
BORROWER IN THIS AGREEMENT, OR IN ANY REPORT, CERTIFICATE, FINANCIAL STATEMENT
OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, SHALL PROVE TO HAVE BEEN
INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE;
(G)
THE BORROWER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT, CONDITION OR
AGREEMENT CONTAINED IN THIS AGREEMENT (OTHER THAN THOSE SPECIFIED IN CLAUSE (A)
OR (B) OF THIS ARTICLE), AND SUCH FAILURE SHALL CONTINUE UNREMEDIED FOR A PERIOD
OF 30 DAYS AFTER NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS TO THE BORROWER; OR
(H)
THERE SHALL HAVE OCCURRED