TO (I) FINANCE THE
EXPANSION OF MEXICO SUBSIDIARY'S MAQUILADORA PLANT IN MEXICO; AND (II) TO
REFINANCE THE UNPAID PRINCIPAL BALANCE OF EXISTING LOANS WHICH FINANCED THE
PURCHASE OF SUCH MAQUILADORA PLANT.
THE PROCEEDS OF THE REVOLVING LOANS SHALL
BE USED BY OPERATING SUBSIDIARY (I) TO PROVIDE WORKING CAPITAL FOR OPERATING
SUBSIDIARY, ITS AFFILIATES THAT ARE LOAN PARTIES AND AUSTRALIAN SUBSIDIARY; (II)
TO FINANCE CAPITAL EXPENDITURES; AND (III) FOR GENERAL CORPORATE PURPOSES FOR
OPERATING SUBSIDIARY, ITS AFFILIATES THAT ARE LOAN PARTIES AND AUSTRALIAN
SUBSIDIARY.
ARTICLE 3
CONDITIONS
SECTION 3.1
INITIAL LOANS ON THE CLOSING DATE.
THE OBLIGATIONS OF THE
BANKS TO MAKE THE INITIAL REVOLVING LOAN ON OR AFTER THE CLOSING DATE ARE
SUBJECT TO THE CONDITIONS PRECEDENT THAT ON OR BEFORE THE CLOSING DATE, THE
AGENT SHALL HAVE RECEIVED, THERE SHALL HAVE BEEN PERFORMED AND THERE SHALL
EXIST, THE DOCUMENTS, ACTIONS AND OTHER MATTERS SET FORTH IN ANNEX C HERETO,
EACH IN FORM, SCOPE AND SUBSTANCE, AND (AS APPLICABLE) DATED AS OF A DATE,
SATISFACTORY TO THE AGENT AND ITS COUNSEL.
SECTION 3.2
ALL LOANS.
THE OBLIGATIONS OF THE BANKS TO MAKE EACH
REVOLVING LOAN ARE SUBJECT TO THE SATISFACTION OF THE AGENT AS TO THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
REPRESENTATIONS TRUE AND NO DEFAULTS.
(I) THE REPRESENTATIONS AND
WARRANTIES CONTAINED AND REFERRED TO IN ARTICLE 4 (OTHER THAN THOSE
REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR TERMS TO A SPECIFIC DATE) SHALL
BE TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF
THE CREDIT EVENT AS THOUGH MADE ON AND AS OF SUCH DATE; (II) NO EVENT SHALL HAVE
OCCURRED SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED
PURSUANT TO SECTION 5.1
13
(OR IN THE CASE OF A CREDIT EVENT PRIOR TO THE DELIVERY OF SUCH STATEMENTS,
SINCE THE DATE OF THIS AGREEMENT), THAT HAS CAUSED A MATERIAL ADVERSE EFFECT;
AND (III) NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(B)
NO MATERIAL ADVERSE CHANGE.
AS OF THE DATE OF THE CREDIT EVENT,
(I) NO CHANGE OR EVENT THAT MIGHT CAUSE A MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED SINCE THE DATE OF THIS AGREEMENT; AND (II) NO CURRENT MATERIAL ADVERSE
EVENT SHALL HAVE OCCURRED, INCLUDING ANY CURRENT MATERIAL ADVERSE EVENT RELATED
TO, CONNECTED WITH, RESULTING FROM, IMPLIED BY OR FLOWING FROM ANY MATTERS
DESCRIBED IN ANNEX D-1 AND/OR ANNEX D-2 HERETO.
(C)
BORROWING DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED (I) A
CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER OF THE REQUESTING BORROWER DATED AS
OF SUCH DATE TO THE EFFECTS SET FORTH IN SECTION 3.2(A); (II) A NOTICE OF
BORROWING DELIVERED IN ACCORDANCE WITH SECTION 2.2(A); AND (III) SUCH OTHER
DOCUMENTS AND CERTIFICATES RELATING TO THE TRANSACTIONS HEREIN CONTEMPLATED AS
THE BANKS (THROUGH THE AGENT) MAY REASONABLY REQUIRE.
SECTION 3.3
INTENTIONALLY OMITTED.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
To induce each of the Agent and the Banks to enter into and perform its
agreements pursuant to this Agreement, each Borrower and Parent Company (i) make
and reaffirm to