FOR EACH LENDER, TRUE AND COMPLETE COPIES OF THE
CERTIFICATE OF INCORPORATION AND BY-LAWS OF EACH LOAN PARTY, CERTIFIED AS OF THE
EFFECTIVE DATE AS COMPLETE AND CORRECT COPIES THEREOF BY THE SECRETARY OR AN
ASSISTANT SECRETARY OF SUCH LOAN PARTY.
(H)
FEES.
THE ARRANGER, EACH AGENT AND THE LENDERS SHALL HAVE
RECEIVED ALL INVOICED FEES, COSTS, EXPENSES AND COMPENSATION REQUIRED TO BE PAID
ON THE EFFECTIVE DATE (INCLUDING REASONABLE FEES, DISBURSEMENTS AND OTHER
CHARGES OF LEGAL COUNSEL TO THE ARRANGER AND THE LENDERS AND EXPENSES OF
APPRAISERS, CONSULTANTS AND OTHER ADVISORS TO THE ARRANGER AND THE LENDERS AND
WHO HAVE BEEN APPROVED BY THE BORROWER).
THE BORROWER SHALL HAVE PAID TO EACH
EXISTING LENDER THAT EXECUTES AND DELIVERS A SIGNATURE PAGE TO THIS AGREEMENT
NOT LATER THAN THE CLOSE OF BUSINESS (NEW YORK CITY TIME) ON AUGUST 1, 2005 A
FEE IN AN AGGREGATE AMOUNT EQUAL TO 0.05% OF SUCH EXISTING LENDER'S OUTSTANDING
LOANS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) AND UNFUNDED COMMITMENTS (AS
DEFINED IN THE EXISTING CREDIT AGREEMENT) AS IN EFFECT IMMEDIATELY PRIOR TO THE
EXECUTION HEREOF.
60
(I)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED,
WITH A COUNTERPART FOR EACH LENDER, (I) THE EXECUTED LEGAL OPINION OF MILBANK,
TWEED, HADLEY & MCCLOY LLP, SPECIAL COUNSEL TO THE BORROWER AND THE OTHER LOAN
PARTIES, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT E-1 AND (II) THE
EXECUTED LEGAL OPINION OF IRENE FISHER, GENERAL COUNSEL OF THE BORROWER AND THE
OTHER LOAN PARTIES, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT E-2.
(J)
FINANCIAL STATEMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, WITH A COPY FOR EACH LENDER, AND EACH LENDER SHALL HAVE REVIEWED, AND
SHALL BE SATISFIED WITH THE FINANCIAL STATEMENTS SET FORTH IN SUBSECTIONS 5.1(A)
AND (B).
THE PRO FORMA BALANCE SHEET SHALL BE CONSISTENT IN ALL MATERIAL
RESPECTS WITH THE SOURCES AND USES DESCRIBED IN THE COMMITMENT LETTER AND THE
FINANCIAL PROJECTIONS PROVIDED TO THE LENDERS DESCRIBED IN PARAGRAPH (K) BELOW.
(K)
PROJECTIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, WITH A
COPY FOR THE ARRANGER, PROJECTED BALANCE SHEETS AND RELATED STATEMENTS OF INCOME
AND CASH FLOWS (INCLUDING ANY AND ALL SUPPORTING SCHEDULES AND ASSUMPTIONS) OF
THE BORROWER AND ITS SUBSIDIARIES AFTER GIVING EFFECT TO THE TRANSACTIONS ON AN
ANNUAL BASIS FOR THREE YEARS, COMMENCING WITH THE FISCAL YEAR ENDING SEPTEMBER
30, 2005.
(L)
ACTIONS TO PERFECT LIENS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT ALL FILINGS,
RECORDINGS, REGISTRATIONS AND OTHER ACTIONS, INCLUDING, WITHOUT LIMITATION, THE
FILING OF DULY EXECUTED FINANCING STATEMENTS ON FORM UCC-1 NECESSARY OR, IN THE
OPINION OF THE ADMINISTRATIVE AGENT, DESIRABLE TO PERFECT THE LIENS CREATED BY
THE SECURITY DOCUMENTS SHALL HAVE BEEN COMPLETED.
(M)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
RESULTS OF A RECENT SEARCH BY A PERSON SATISFACTORY TO THE ADMINISTRATIVE AGENT
OF THE UNIFORM COMMERCIAL CODE FILINGS WHICH MAY HAVE BEEN FILED WITH RESPECT TO
PERSONAL PROPERTY OF WYETH IN DELAWARE AND EACH PATENT, TRADEMARK OR