OF
THE SENIOR FIRST LIEN NOTE TRUSTEE AND THE SENIOR SECOND LIEN NOTE TRUSTEE
EITHER (I) A COUNTERPART OF THE INTERCREDITOR AGREEMENT SIGNED ON BEHALF OF SUCH
PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH
MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THE
INTERCREDITOR AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THE
INTERCREDITOR AGREEMENT.
THE ADMINISTRATIVE AGENT AND THE ARRANGERS SHALL BE
SATISFIED WITH THE TERMS OF THE SENIOR FIRST LIEN NOTE DOCUMENTS AND THE
INTERCREDITOR AGREEMENT.
(M) THE EXISTING CREDIT AGREEMENT SHALL HAVE BEEN TERMINATED, AND ALL LOANS,
INTEREST AND OTHER AMOUNTS ACCRUED OR OWING THEREUNDER SHALL HAVE BEEN PAID IN
FULL (OTHER THAN THE EXISTING LETTERS OF CREDIT, WHICH SHALL HAVE BEEN FULLY
CASH COLLATERALIZED ON OR PRIOR TO THE EFFECTIVE DATE) AND ALL LIENS GRANTED IN
RESPECT THEREOF SHALL HAVE BEEN RELEASED AND THE TERMS AND CONDITIONS OF ANY
SUCH RELEASE SHALL BE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
SYNDICATION AGENT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A PAYOFF LETTER
IN FORM AND SUBSTANCE
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REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT FROM DEUTSCHE BANK TRUST
COMPANY AMERICAS.
(N) THE LENDERS SHALL HAVE RECEIVED A PRO FORMA CONSOLIDATED BALANCE SHEET OF
THE PARENT BORROWER AS OF DECEMBER 31, 2003, REFLECTING ALL PRO FORMA
ADJUSTMENTS AS IF THE TRANSACTIONS HAD BEEN CONSUMMATED ON SUCH DATE, AND SUCH
PRO FORMA CONSOLIDATED BALANCE SHEET SHALL BE CONSISTENT IN ALL MATERIAL
RESPECTS WITH THE FORECASTS AND OTHER INFORMATION PREVIOUSLY PROVIDED TO THE
LENDERS.
AFTER GIVING EFFECT TO THE TRANSACTIONS, THE PARENT BORROWER AND THE
SUBSIDIARIES SHALL NOT HAVE ANY OUTSTANDING INDEBTEDNESS OR PREFERRED STOCK
OTHER THAN (I) INDEBTEDNESS INCURRED UNDER THE LOAN DOCUMENTS, (II) THE SENIOR
FIRST LIEN NOTES, (III) THE SENIOR SECOND LIEN NOTES, (IV) THE SENIOR
SUBORDINATED NOTES, (V) THE EXISTING PREFERRED STOCK AND (VI) THE INDEBTEDNESS
PERMITTED PURSUANT TO SECTION 6.01(II).
(O) THE AGENTS SHALL BE REASONABLY SATISFIED AS TO THE AMOUNT AND NATURE OF ANY
CONTINGENT LIABILITIES RELATING TO ENVIRONMENTAL AND EMPLOYEE HEALTH AND SAFETY
EXPOSURES TO WHICH THE PARENT BORROWER AND THE SUBSIDIARIES MAY BE SUBJECT, AND
WITH THE PLANS OF THE PARENT BORROWER AND THE SUBSIDIARIES WITH RESPECT THERETO.
(P) THE AGENTS SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER INFORMATION
REQUESTED BY THEM TO SATISFY THE REQUIREMENTS OF BANK REGULATORY AUTHORITIES
UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND
REGULATIONS, INCLUDING THE USA PATRIOT ACT.
(Q) THE AGENTS SHALL HAVE RECEIVED A COMPLETED BORROWING BASE CERTIFICATE THAT
SETS FORTH THE PRO FORMA OPENING BORROWING BASE.
(R) THE AGENTS SHALL HAVE RECEIVED THE RESULTS OF A FIELD EXAMINATION WITH
RESPECT TO THE ACCOUNTS RECEIVABLE AND INVENTORY OF THE PARENT BORROWER AND THE
SUBSIDIARIES AND AN INVENTORY APPRAISAL WITH RESPECT TO THE INVENTORY OF THE
PARENT BORROWER AND THE SUBSIDIARIES, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENTS.
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The obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become