ORDERS AND HAS
BEEN MAINTAINED, WHERE REQUIRED, IN GOOD STANDING WITH APPLICABLE REGULATORY
AUTHORITIES, (II) ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO A
FOREIGN PENSION PLAN HAVE BEEN TIMELY MADE, (III) NEITHER THE PARENT BORROWER
NOR ANY OF ITS SUBSIDIARIES HAS INCURRED ANY OBLIGATION IN CONNECTION WITH THE
TERMINATION OF, OR WITHDRAWAL FROM, ANY FOREIGN PENSION PLAN AND (IV) THE
PRESENT VALUE OF THE ACCRUED BENEFIT LIABILITIES (WHETHER OR NOT VESTED) UNDER
EACH FOREIGN PENSION PLAN THAT IS REQUIRED TO BE FUNDED,
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DETERMINED AS OF THE END OF THE PARENT BORROWER'S MOST RECENTLY ENDED FISCAL
YEAR ON THE BASIS OF ACTUARIAL ASSUMPTIONS, EACH OF WHICH IS REASONABLE, DID NOT
EXCEED THE CURRENT VALUE OF THE ASSETS OF SUCH FOREIGN PENSION PLAN ALLOCABLE TO
SUCH BENEFIT LIABILITIES.
SECTION 4.13.
SUBSIDIARIES.
(A)
SET FORTH ON SCHEDULE 4.13 IS A COMPLETE AND
CORRECT LIST OF ALL OF THE SUBSIDIARIES OF THE PARENT BORROWER AS OF THE
EFFECTIVE DATE, TOGETHER WITH, FOR EACH SUCH SUBSIDIARY, (I) THE JURISDICTION OF
ORGANIZATION OF SUCH SUBSIDIARY, (II) EACH PERSON HOLDING DIRECT OWNERSHIP
INTERESTS IN SUCH SUBSIDIARY AND (III) THE PERCENTAGE OF OWNERSHIP OF SUCH
SUBSIDIARY REPRESENTED BY SUCH OWNERSHIP INTERESTS.
EXCEPT AS DISCLOSED ON
SCHEDULE 4.13, EACH OF THE PARENT BORROWER AND ITS SUBSIDIARIES OWNS, FREE AND
CLEAR OF LIENS, AND HAS THE UNENCUMBERED RIGHT TO VOTE, ALL OUTSTANDING
OWNERSHIP INTERESTS IN EACH PERSON SHOWN TO BE HELD BY IT ON SCHEDULE 4.13.
(B)
AS OF THE EFFECTIVE DATE, THERE ARE NO RESTRICTIONS ON THE PARENT
BORROWER OR ANY OF ITS SUBSIDIARIES WHICH PROHIBIT OR OTHERWISE RESTRICT THE
TRANSFER OF CASH OR OTHER ASSETS FROM ANY SUBSIDIARY OF THE PARENT BORROWER TO
THE PARENT BORROWER, OTHER THAN (I) PROHIBITIONS OR RESTRICTIONS EXISTING UNDER
OR BY REASON OF THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS, (II) PROHIBITIONS
OR RESTRICTIONS EXISTING UNDER OR BY REASON OF THE LONG-TERM LC FACILITY, (III)
PROHIBITIONS OR RESTRICTIONS EXISTING UNDER OR BY REASON OF THE EXISTING SENIOR
NOTES (IV) PROHIBITIONS OR RESTRICTIONS EXISTING UNDER OR BY REASON OF LEGAL
REQUIREMENTS, (V) PROHIBITIONS OR RESTRICTIONS PERMISSIBLE UNDER SECTION 7.03,
(VI) PROHIBITIONS OR RESTRICTIONS EXISTING UNDER OR BY REASON OF THE EXISTING LC
FACILITY AND (VII) OTHER PROHIBITIONS OR RESTRICTIONS WHICH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 4.14.
CAPITALIZATION.
AS OF JUNE 30, 2004, THE AUTHORIZED CAPITAL
STOCK OF THE PARENT BORROWER CONSISTS OF (I) 200,000,000 COMMON SHARES, $.01 PAR
VALUE PER SHARE, 33,548,012 OF WHICH SHARES ARE ISSUED AND OUTSTANDING, AND,
(II) 50,000,000 PREFERENCE SHARES, $.01 PAR VALUE PER SHARE, OF WHICH 38,364,972
ARE ISSUED AND OUTSTANDING SERIES A CONVERTIBLE PREFERENCE SHARES.
AS OF THE
EFFECTIVE DATE, NONE OF THE PARENT BORROWER'S SUBSIDIARIES HAS OUTSTANDING ANY
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR ITS CAPITAL STOCK OR OUTSTANDING
ANY RIGHTS TO SUBSCRIBE FOR OR TO PURCHASE, OR ANY OPTIONS FOR THE PURCHASE OF,
OR ANY AGREEMENTS PROVIDING FOR THE ISSUANCE (CONTINGENT OR OTHERWISE) OF, OR
ANY CALLS, COMMITMENTS OR