AND APPEAL PERIODS SHALL HAVE
EXPIRED, IN EACH CASE WITHOUT THE IMPOSITION OF ANY BURDENSOME CONDITIONS.
(K)
THE CONDITIONS TO THE ACQUISITION SET FORTH IN THE ACQUISITION DOCUMENTS
SHALL HAVE BEEN SATISFIED, AND THE ACQUISITION SHALL HAVE BEEN CONSUMMATED OR,
SUBSTANTIALLY SIMULTANEOUSLY WITH THE INITIAL FUNDING OF LOANS ON THE EFFECTIVE
DATE, SHALL BE CONSUMMATED IN ACCORDANCE WITH APPLICABLE LAW AND THE ACQUISITION
DOCUMENTS (AND NO PROVISION OF THE ACQUISITION DOCUMENTS SHALL HAVE BEEN WAIVED,
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN A MANNER MATERIAL AND ADVERSE TO
THE LENDERS (AS REASONABLY DETERMINED BY THE ARRANGERS)). THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED COPIES OF THE ACQUISITION DOCUMENTS AS EXECUTED AND
DELIVERED AND ALL CERTIFICATES AND OTHER DOCUMENTS DELIVERED THEREUNDER AND ALL
OTHER AGREEMENTS ENTERED INTO IN CONNECTION THEREWITH, ALL CERTIFIED BY A
FINANCIAL OFFICER OF SYMMETRY AS COMPLETE AND CORRECT. THE CORPORATE STRUCTURE
OF SYMMETRY AND THE SUBSIDIARIES SHALL BE AS SET FORTH IN SCHEDULE 3.12.
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED UNAUDITED CONSOLIDATED BALANCE
SHEETS AND RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS OF
SYMMETRY AND NOVAMERICAN FOR (I) EACH FISCAL QUARTER ENDED AFTER DECEMBER 31,
2006, AND AT LEAST 45 DAYS BEFORE THE EFFECTIVE DATE AND (II) EACH FISCAL MONTH
AFTER THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS WERE
RECEIVED PURSUANT TO CLAUSE (I) ABOVE AND ENDED AT LEAST 30 DAYS BEFORE THE
EFFECTIVE DATE, WHICH FINANCIAL STATEMENTS SHALL BE PREPARED IN ACCORDANCE WITH,
OR RECONCILED TO, GAAP (SUBJECT TO NORMAL YEAR-END ADJUSTMENTS AND, IN THE CASE
OF CLAUSE (II), TO LACK OF FOOTNOTES).
(M)
THE LENDERS SHALL HAVE RECEIVED THE PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS REFERRED TO IN SECTION 3.04(B).
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED PROJECTIONS (BROKEN DOWN BY
QUARTER FOR THE FIRST TWO YEARS AND BY YEAR THEREAFTER AND INCLUDING PROJECTIONS
WITH RESPECT TO THE US BORROWING BASE AND THE CANADIAN BORROWING BASE) FOR
SYMMETRY AND THE SUBSIDIARIES AFTER GIVING EFFECT TO THE TRANSACTIONS THROUGH
THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE.
(O)
ALL PRINCIPAL, PREMIUM, IF ANY, INTEREST, FEES AND OTHER AMOUNTS DUE OR
OUTSTANDING UNDER THE EXISTING NOVAMERICAN CREDIT FACILITIES SHALL HAVE BEEN, OR
SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE INITIAL FUNDING OF LOANS ON THE
EFFECTIVE DATE SHALL BE, PAID IN FULL, THE COMMITMENTS THEREUNDER TERMINATED AND
ALL GUARANTEES AND LIENS IN SUPPORT THEREOF DISCHARGED AND RELEASED, AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY SATISFACTORY EVIDENCE
THEREOF. AFTER GIVING EFFECT TO THE TRANSACTIONS TO BE CONSUMMATED ON THE
EFFECTIVE DATE, NONE OF SYMMETRY, THE BORROWERS AND THE OTHER SUBSIDIARIES SHALL
HAVE OUTSTANDING ANY SHARES OF PREFERRED STOCK OR ANY INDEBTEDNESS, OTHER THAN
(I) REVOLVING LOANS, (II) THE SENIOR NOTES, (III) THE EFFECTIVE DATE SALE
LEASEBACK, (IV) INDEBTEDNESS UNDER THE OVERDRAFT FACILITY AND (V) OTHER EXISTING
INDEBTEDNESS SET FORTH ON SCHEDULE 6.01 IN AN AGGREGATE AMOUNT NOT TO EXCEED
US$5,000,000, PROVIDED THAT, TO THE EXTENT THAT SYMMETRY HAS THE RIGHT TO
CONSENT
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TO THE INCURRENCE OF SUCH INDEBTEDNESS, THE ARRANGERS SHALL ALSO HAVE CONSENTED
TO THE INCURRENCE