INDIRECTLY, IN WHOLE OR IN PART, ANY TANGIBLE OR INTANGIBLE PROPERTY THAT ANY
GROUP MEMBER USES IN THE CONDUCT OF BUSINESS; OR (C) HAS ANY CAUSE OF ACTION OR
OTHER CLAIM WHATSOEVER AGAINST, OR OWES OR HAS ADVANCED ANY AMOUNT TO, ANY GROUP
MEMBER, EXCEPT FOR CLAIMS IN THE ORDINARY COURSE OF BUSINESS SUCH AS FOR ACCRUED
VACATION PAY, ACCRUED BENEFITS UNDER EMPLOYEE BENEFIT PLANS, AND SIMILAR MATTERS
AND AGREEMENTS EXISTING ON THE DATE HEREOF.
29
5.24
TRADE RELATIONS.
SET FORTH ON SCHEDULE 5.24 IS A
TRUE AND CORRECT LIST OF THE TEN LARGEST CUSTOMERS AND FIVE LARGEST SUPPLIERS OF
EACH OF (A) PRIMROSE AND ITS SUBSIDIARIES AND (B) WC HOLDINGS AND ITS
SUBSIDIARIES, IN EACH CASE, AS CALCULATED BY SALES AND PURCHASES DURING THE
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2002 AND THE NINE-MONTH PERIOD ENDED
SEPTEMBER 30, 2003, AS WELL AS ANY SOLE SOURCE SUPPLIERS OF GOODS OR SERVICES
FOR WHICH THERE IS NO READY ALTERNATIVE TO THE GROUP MEMBERS ON COMPARABLE
TERMS.
THERE EXISTS NO ACTUAL OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED
TERMINATION, CANCELLATION OR LIMITATION OF, OR ANY ADVERSE MODIFICATION OR
CHANGE IN, THE BUSINESS RELATIONSHIP OF ANY GROUP MEMBER OR ITS BUSINESS WITH
ANY CUSTOMER OR ANY GROUP OF CUSTOMERS WHOSE PURCHASES ARE INDIVIDUALLY OR IN
THE AGGREGATE MATERIAL TO THE BUSINESS OF ANY GROUP MEMBER, OR WITH ANY MATERIAL
SUPPLIER, AND THERE EXISTS NO PRESENT CONDITION OR STATE OF FACTS OR
CIRCUMSTANCES THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT OR PREVENT ANY GROUP MEMBER FROM CONDUCTING ITS BUSINESS AFTER THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IN
SUBSTANTIALLY THE SAME MANNER IN WHICH SUCH BUSINESS HAS HERETOFORE BEEN
CONDUCTED.
5.25
OUTSTANDING BORROWINGS.
SCHEDULE 5.25 LISTS (I) THE
AMOUNT OF ALL OUTSTANDING BORROWINGS (OTHER THAN INDEBTEDNESS UNDER THIS
AGREEMENT) OF THE COMPANY AND ITS SUBSIDIARIES (OTHER THAN P.D. HOLDINGS GROUP
MEMBERS) AS OF THE CLOSING DATE, INDICATING IN EACH CASE THE PERSON OR PERSONS
DIRECTLY OR INDIRECTLY OBLIGATED THEREON, (II) THE LIENS THAT RELATE TO SUCH
OUTSTANDING BORROWINGS, INDICATING IN EACH CASE THE ASSETS OF WHICH OF THE
COMPANY AND ITS SUBSIDIARIES SUCH LIENS ENCUMBER, (III) THE NAME OF EACH LENDER
THEREOF AND (IV) THE AMOUNT OF ANY UNFUNDED COMMITMENTS AVAILABLE TO THE COMPANY
AND ITS SUBSIDIARIES IN CONNECTION WITH ANY OUTSTANDING BORROWINGS.
THERE DOES
NOT EXIST ANY INDEBTEDNESS PROHIBITED BY THE SECOND SENTENCE OF SECTION 9.04.
5.26
MATERIAL CONTRACTS.
EXCEPT AS SET FORTH IN
SCHEDULE 5.26, NO GROUP MEMBER IS PARTY TO ANY CONTRACTUAL OBLIGATION, OR
SUBJECT TO ANY CHARGE, CORPORATE RESTRICTION, JUDGMENT, INJUNCTION, DECREE, OR
REQUIREMENT OF LAW, WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SCHEDULE 5.26 LISTS ALL CONTRACTS, AGREEMENTS, COMMITMENTS AND
OTHER CONTRACTUAL OBLIGATIONS OF THE GROUP MEMBERS AS OF THE CLOSING DATE,
WHETHER WRITTEN OR ORAL, OTHER THAN (A) THE INVESTMENT DOCUMENTS AND THE SENIOR
LOAN DOCUMENTS, (B) PURCHASE ORDERS IN THE ORDINARY COURSE OF BUSINESS, (C)
FRANCHISE AGREEMENTS OF PRIMROSE AND ITS SUBSIDIARIES, (D) CUSTOMER CONTRACTS OF