CONTEMPLATED BY RELATED AGREEMENTS.
(I)
(1) ALL CONDITIONS TO THE ACQUISITION SET FORTH IN EACH OF THE
STOCK PURCHASE AGREEMENT, THE MERGER AGREEMENT AND THE UNIT REDEMPTION AGREEMENT
SHALL HAVE BEEN SATISFIED OR THE FULFILLMENT OF ANY SUCH CONDITIONS SHALL HAVE
BEEN WAIVED, PROVIDED THAT NO PROVISION THEREOF SHALL HAVE BEEN WAIVED IN A
MANNER ADVERSE TO THE LENDERS WITHOUT THE CONSENT OF ADMINISTRATIVE AGENT, AND
(2) THE ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS
THEREOF AND IN COMPLIANCE WITH APPLICABLE LAW AND REGULATORY APPROVALS.
(II)
THE LENDERS SHALL BE SATISFIED THAT THE EQUITY CONTRIBUTION SHALL
HAVE OCCURRED.
(III)
(1) THE BORROWER SHALL HAVE RECEIVED THE GROSS PROCEEDS FROM THE
BORROWINGS OF THE FIRST LIEN LOANS IN AN AGGREGATE AMOUNT IN CASH OF NOT LESS
THAN $84,000,000; AND (2) THE BORROWER SHALL HAVE DELIVERED TO ADMINISTRATIVE
AGENT COMPLETE, CORRECT AND CONFORMED COPIES OF THE FIRST LIEN CREDIT AGREEMENT.
(E)
EXISTING INDEBTEDNESS. ON THE CLOSING DATE, BORROWER AND ITS
SUBSIDIARIES SHALL HAVE (I) REPAID IN FULL ALL EXISTING INDEBTEDNESS,
(II) TERMINATED ANY COMMITMENTS TO LEND OR MAKE OTHER EXTENSIONS OF CREDIT
THEREUNDER, (III) DELIVERED TO ADMINISTRATIVE AGENT ALL DOCUMENTS OR INSTRUMENTS
NECESSARY TO RELEASE ALL LIENS SECURING EXISTING INDEBTEDNESS OR OTHER
OBLIGATIONS OF BORROWER AND ITS SUBSIDIARIES THEREUNDER BEING REPAID ON THE
CLOSING DATE, (IV) MADE ARRANGEMENTS REASONABLY SATISFACTORY TO ADMINISTRATIVE
AGENT WITH RESPECT TO THE SUBORDINATION OF ANY EXISTING LIENS ON THE COLLATERAL
MADE IN FAVOR OF CERTAIN VENDORS TO THE BORROWER, AND (V) MADE ARRANGEMENTS
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT WITH RESPECT TO CANCELLATION OF
ANY EXISTING LETTERS OF CREDIT (AS
43
DEFINED IN THE FIRST LIEN CREDIT AGREEMENT) OUTSTANDING THEREUNDER OR THE
ISSUANCE OF LETTERS OF CREDIT (AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT) TO
SUPPORT THE OBLIGATIONS OF BORROWER AND ITS SUBSIDIARIES WITH RESPECT THERETO.
(F)
PERSONAL PROPERTY COLLATERAL. IN ORDER TO CREATE IN FAVOR OF
COLLATERAL AGENT, FOR THE BENEFIT OF SECURED PARTIES, A VALID, PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE PERSONAL PROPERTY COLLATERAL, COLLATERAL AGENT
SHALL HAVE RECEIVED:
(I)
EVIDENCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT OF THE
COMPLIANCE BY EACH LOAN PARTY OF THEIR OBLIGATIONS UNDER THE PLEDGE AND SECURITY
AGREEMENT AND THE OTHER COLLATERAL DOCUMENTS (INCLUDING THEIR OBLIGATIONS TO
AUTHORIZE AND DELIVER UCC FINANCING STATEMENTS)
(II)
DELIVERY OF ORIGINALS OF SECURITIES, PROMISSORY NOTES OR
INSTRUMENTS AND CHATTEL PAPER TO BE PLEDGED UNDER THE PLEDGE AND SECURITY
AGREEMENT;
(III)
A SECOND LIEN TRADEMARK SECURITY AGREEMENT (THE FORM OF WHICH IS
SET FORTH AS EXHIBIT B TO THE PLEDGE AND SECURITY AGREEMENT), COMPLETED,
ORIGINALLY EXECUTED AND DELIVERED BY EACH APPLICABLE LOAN PARTY; AND
(IV)
A COMPLETED COLLATERAL QUESTIONNAIRE DATED THE CLOSING DATE AND
EXECUTED BY AN AUTHORIZED OFFICER OF EACH LOAN PARTY, TOGETHER WITH ALL
ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING (A) THE RESULTS OF A RECENT SEARCH,
BY A PERSON SATISFACTORY TO COLLATERAL AGENT, OF ALL EFFECTIVE UCC FINANCING
STATEMENTS (OR EQUIVALENT FILINGS) MADE WITH RESPECT TO ANY PERSONAL OR MIXED
PROPERTY OF ANY LOAN PARTY IN THE JURISDICTIONS SPECIFIED