OF UPG AND ITS SUBSIDIARIES FOR ANY INTERIM MONTHLY PERIODS ENDED
SINCE MARCH 31, 2004 FOR WHICH SUCH STATEMENTS ARE AVAILABLE, AND A PRO FORMA
BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASH FLOWS AS TO THE BORROWER
AND ITS SUBSIDIARIES AS OF THE END OF AND FOR THE MOST RECENT FOUR FISCAL
QUARTER PERIOD ENDED AT LEAST 45 DAYS PRIOR TO THE AMENDMENT AND RESTATEMENT
CLOSING DATE, IN EACH CASE ADJUSTED TO GIVE EFFECT TO THE CONSUMMATION OF THE
UPG ACQUISITION AS IF THE UPG ACQUISITION, (X) WITH RESPECT TO THE PRO FORMA
BALANCE SHEET, HAD OCCURRED ON SUCH DATE, AND (Y) WITH RESPECT TO THE PRO FORMA
INCOME STATEMENT AND PRO FORMA STATEMENT OF CASH FLOWS, HAD OCCURRED ON THE
FIRST DAY OF SUCH FOUR FISCAL QUARTER PERIOD AND (B) THE FORECASTS PREPARED BY
MANAGEMENT OF THE BORROWER OF BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW
STATEMENTS FOR EACH MONTH ENDING AFTER THE AMENDMENT AND RESTATEMENT CLOSING
DATE THROUGH DECEMBER 31, 2004 AND FOR EACH YEAR COMMENCING WITH THE FIRST
FISCAL YEAR FOLLOWING THE AMENDMENT AND RESTATEMENT CLOSING DATE FOR THE TERM OF
THE FACILITIES; AND
(XIX)
CERTIFIED COPIES OF THE UPG ACQUISITION
DOCUMENTS DULY EXECUTED BY THE PARTIES THERETO, WHICH SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(B)
(I) THE UPG ACQUISITION SHALL BE CONSUMMATED
SIMULTANEOUSLY WITH THE CREDIT EXTENSION ON THE AMENDMENT AND RESTATEMENT
CLOSING DATE IN ACCORDANCE WITH THE TERMS OF THE UPG MERGER AGREEMENT, (II) THE
FINAL UPG MERGER AGREEMENT (INCLUDING ALL SCHEDULES AND EXHIBITS THERETO) AND
OTHER MATERIAL RELATED DOCUMENTATION SHALL BE REASONABLY SATISFACTORY TO THE
BOOKRUNNERS (IT BEING UNDERSTOOD AND AGREED THAT THE FINAL MERGER AGREEMENT
DATED JUNE 14, 2004 AMONG THE BORROWER, SATURN MERGERCO., INC. AND UPG AND THE
RELATED DOCUMENTATION REVIEWED BY THE BOOKRUNNERS AS OF THE DATE THEREOF ARE
SATISFACTORY), (III) NO PROVISION OF SUCH DOCUMENTATION SHALL HAVE BEEN WAIVED,
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN ANY MANNER MATERIALLY ADVERSE TO
THE LENDERS WITHOUT THE APPROVAL OF THE BOOKRUNNERS AND (IV) CONCURRENTLY WITH,
AND IN ADDITION TO, THE TERM BORROWINGS TO BE MADE ON THE AMENDMENT AND
RESTATEMENT CLOSING DATE, THE BORROWER SHALL UTILIZE AN AGGREGATE AMOUNT IN (A)
CASH EQUITY OF THE BORROWER AND (B) CASH ON HAND OF THE BORROWER SUFFICIENT TO
CONSUMMATE THE UPG ACQUISITION.
(C)
THE ADMINISTRATIVE AGENT SHALL (I) BE
REASONABLY SATISFIED THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE (FROM THE
STANDPOINT OF THE LENDERS) IN THE PRO FORMA CAPITAL AND OWNERSHIP STRUCTURE AND
THE SHAREHOLDER ARRANGEMENTS OF THE BORROWER AND EACH OF THE GUARANTORS SINCE
JULY 9, 2004 (OTHER THAN AS TO BE EFFECTED PURSUANT TO THE UPG ACQUISITION) OR
(II) HAVE APPROVED ANY SUCH CHANGE.
87
(D)
ALL MATERIAL GOVERNMENTAL, SHAREHOLDER AND
MATERIAL THIRD PARTY CONSENTS AND APPROVALS (INCLUDING, WITHOUT LIMITATION,
HART-SCOTT-RODINO CLEARANCE, IF APPLICABLE) NECESSARY IN CONNECTION WITH THE UPG
ACQUISITION SHALL HAVE BEEN OBTAINED AND SHALL REMAIN IN EFFECT; ALL APPLICABLE
WAITING PERIODS IN CONNECTION WITH THE UPG ACQUISITION SHALL HAVE EXPIRED,
WITHOUT