OF
DIRECTORS OF SSCC OR SSCE, AS APPLICABLE, AUTHORIZING THE TRANSACTIONS, AND THAT
SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL
FORCE AND EFFECT, (C) THAT THE CERTIFICATE OR ARTICLES OF INCORPORATION OF SSCC
OR SSCE, AS APPLICABLE, HAVE NOT BEEN AMENDED SINCE THE DATE OF THE LAST
AMENDMENT THERETO SHOWN ON THE CERTIFICATE OF GOOD STANDING FURNISHED PURSUANT
TO CLAUSE (I) ABOVE, AND (D) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH
OFFICER EXECUTING THIS AGREEMENT ON BEHALF OF SSCC OR SSCE, AS APPLICABLE;
(III) A CERTIFICATE OF ANOTHER OFFICER AS TO THE INCUMBENCY AND SPECIMEN
SIGNATURE OF THE SECRETARY OR ASSISTANT SECRETARY EXECUTING THE CERTIFICATE
PURSUANT TO CLAUSE (II) ABOVE; AND SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
CLOSING DATE AND SIGNED BY A FINANCIAL OFFICER OF AND ON BEHALF OF THE BORROWER,
CONFIRMING COMPLIANCE AS OF THE CLOSING DATE WITH THE CONDITION PRECEDENT SET
FORTH IN SECTION 4.03(B) WITH THE SAME EFFECT AS IF EACH REFERENCE TO THE DATE
OF A CREDIT EVENT THEREIN WERE A REFERENCE TO THE CLOSING DATE.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) MANAGEMENT'S FINANCIAL
PROJECTIONS FOR SSCC AND THE SUBSIDIARIES THROUGH 2014, INCLUDING BUT NOT
LIMITED TO QUARTERLY PROJECTIONS FOR 2010, REFLECTING THE TRANSACTIONS AND THE
PLAN OF REORGANIZATION AS DISCLOSED IN THE DISCLOSURE STATEMENT AS OF THE
CLOSING DATE AND INCLUDING THE MATERIAL ASSUMPTIONS ON WHICH SUCH PROJECTIONS
WERE BASED, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, AND (II) AN UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
OF SSCC AND THE SUBSIDIARIES AS OF THE LAST DAY OF THE MOST RECENT FISCAL
QUARTER FOR WHICH FINANCIAL STATEMENTS ARE PUBLICLY AVAILABLE, ADJUSTED TO GIVE
PRO FORMA EFFECT TO IMPLEMENTATION OF THE PLAN OF REORGANIZATION AND THE
TRANSACTIONS AS IF SUCH TRANSACTIONS HAD OCCURRED ON SUCH DATE, WHICH, IN EACH
CASE, SHALL BE PREPARED IN GOOD FAITH AND BASED UPON REASONABLE ASSUMPTIONS.
(G)
THE BANKRUPTCY COURT SHALL HAVE ENTERED AN ORDER IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT APPROVING THE BORROWER'S
EXECUTION, DELIVERY AND PERFORMANCE OF THE CREDIT AGREEMENT, INCLUDING THE
PAYMENT OF FEES, EXPENSES, INDEMNITIES AND OTHER AMOUNTS CONTEMPLATED HEREBY,
AND APPROVING AS AN ADMINISTRATIVE EXPENSE CLAIM AGAINST THE BORROWER THE
INDEMNIFICATION, COST REIMBURSEMENT OBLIGATIONS AND FEE OBLIGATIONS ACCRUING OR
PAYABLE IN RESPECT OF PERIODS OR EVENTS OCCURRING ON OR
PRIOR TO THE FUNDING
DATE.
SECTION 4.02. CONDITIONS PRECEDENT TO THE MAKING OF THE TERM LOANS ON THE
FUNDING DATE.
THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE THE TERM LOANS
ON THE FUNDING DATE ARE SUBJECT TO THE SATISFACTION (OR WAIVER IN ACCORDANCE
WITH SECTION 9.08) OF THE FOLLOWING CONDITIONS:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN OPINION OF
EACH OF (I) WINSTON & STRAWN LLP, COUNSEL FOR THE LOAN PARTIES, AND CRAIG A.
78
HUNT, SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL FOR SSCC AND SSCE,