CONNECTION WITH THE TRANSACTIONS.
(Q)
ADEQUATE WORKING CAPITAL.
THE LENDERS SHALL BE SATISFIED THAT THE
BORROWER AND ITS SUBSIDIARIES WILL HAVE ADEQUATE WORKING CAPITAL AND CAPITAL
EXPENDITURE FUNDS AND AVAILABILITY IMMEDIATELY AFTER THE EFFECTIVE DATE AFTER
GIVING EFFECT TO THE TRANSACTIONS.
(R)
LITIGATION.
THERE SHALL BE NO LITIGATION OR ADMINISTRATIVE
PROCEEDING (PENDING OR THREATENED, OTHER THAN THREATENED LITIGATION AGAINST
TARGET THAT IS SUBJECT TO INDEMNITY UNDER THE SOLGAR PURCHASE AGREEMENT), OR
PROPOSED OR PENDING REGULATORY CHANGES IN LAW OR REGULATIONS APPLICABLE TO THE
BORROWER OR ITS SUBSIDIARIES, THAT WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE
PARTIES TO CONSUMMATE THE SOLGAR ACQUISITION OR THE OTHER TRANSACTIONS.
(S)
INDEBTEDNESS.
IMMEDIATELY AFTER GIVING EFFECT TO THE
TRANSACTIONS, THE BORROWER AND ITS SUBSIDIARIES SHALL NOT HAVE OUTSTANDING
INDEBTEDNESS FOR BORROWED
62
MONEY OR PREFERRED STOCK OTHER THAN (W) INDEBTEDNESS UNDER THE LOAN DOCUMENTS,
(X) THE EXISTING NOTES, (Y) INDEBTEDNESS PERMITTED UNDER SUBSECTION 8.2(C) OR
8.2(I) AND THE PROMISSORY NOTE MADE BY HOLLAND & BARRETT EUROPE LIMITED TO THE
BORROWER AND DESCRIBED ON SCHEDULE 8.2, AND (Z) OTHER INDEBTEDNESS FOR BORROWED
MONEY, NOT TO EXCEED $10,000,000 AND AS SET FORTH ON SCHEDULE 6.3(S).
(T)
DOCUMENTATION.
THE LENDERS HAVE RECEIVED SUCH OTHER LEGAL
OPINIONS, CORPORATE DOCUMENTS AND OTHER INSTRUMENTS AND/OR CERTIFICATES AS THEY
MAY REASONABLY REQUEST.
(U)
MATERIAL ADVERSE CHANGE.
SINCE SEPTEMBER 30, 2002, THERE HAS BEEN
NO EVENT OR CIRCUMSTANCE THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE CHANGE IN THE BUSINESS, ASSETS, OPERATIONS,
PROPERTIES, CONDITION (FINANCIAL OR OTHERWISE), CONTINGENT LIABILITIES
(INCLUDING AS TO PRODUCTS, AND WHETHER SUCH LIABILITIES HAVE BEEN OR YET MAY BE
ASSERTED), PROSPECTS OR MATERIAL AGREEMENTS OF THE TARGET, BORROWER AND THEIR
RESPECTIVE SUBSIDIARIES, TAKEN AS A WHOLE (TO THE BEST OF THE BORROWER'S
KNOWLEDGE AFTER DUE INQUIRY AS TO THE TARGET AND ITS SUBSIDIARIES ONLY) OR ON
THE ABILITY OF THE PARTIES TO CONSUMMATE THE SOLGAR ACQUISITION OR THE OTHER
TRANSACTIONS, EXCEPT AS DISCLOSED IN FILINGS WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE EXCHANGE ACT MADE ON OR PRIOR TO JUNE 13,
2005.
(V)
EXECUTION BY LENDERS.
THIS AGREEMENT SHALL HAVE BEEN EXECUTED AND
DELIVERED BY (I) EACH TERM A LENDER HEREUNDER, (II) THE EXISTING MAJORITY
LENDERS AND (III) BY A MAJORITY OF LENDERS HOLDING TERM C LOANS UNDER THE
EXISTING CREDIT AGREEMENT.
SECTION 7.
AFFIRMATIVE COVENANTS
The Borrower hereby agrees that, so long as the Commitments (or any of them)
remain in effect, any Loan or Reimbursement Obligation remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent
hereunder or under any other Loan Document, the Borrower shall and shall cause
each of its Subsidiaries to:
7.1.
Financial Statements.
Furnish to each Lender:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 90 DAYS (OR SUCH
EARLIER DATE ON WHICH THE BORROWER IS REQUIRED TO FILE A FORM 10-K UNDER THE
EXCHANGE ACT) AFTER THE END OF EACH