PERIODS HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY
COMPETENT AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE
CONDITIONS ON THE KRAFT ACQUISITION OR THE FINANCING THEREOF CONTEMPLATED
HEREUNDER, EXCEPT FOR SUCH GOVERNMENTAL AND THIRD PARTY APPROVALS THE FAILURE TO
OBTAIN COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(VIII)
CLOSING OFFICER'S CERTIFICATE.
A CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF THE BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED
IN SECTIONS 4.02(A) AND (B) HAVE BEEN SATISFIED AND (B) THAT EXCEPT AS DISCLOSED
ON SCHEDULE 4.02(B) THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE DECEMBER 31,
2007 THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY
OR
76
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT (AS SUCH TERM IS DEFINED IN THE MEAD
PURCHASE AGREEMENT).
(ix)
Financial Information.
(A)
The Audited Financial Statements and the Interim Financial
Statements;
(B)
PROJECTED INCOME STATEMENTS, BALANCE SHEETS AND CASH FLOW
STATEMENTS PREPARED BY THE BORROWER ON A PRO FORMA BASIS AND GIVING EFFECT TO
THE KRAFT ACQUISITION, THE LOANS CONTEMPLATED HEREBY AND THE USE OF PROCEEDS
THEREFROM, ON A QUARTERLY BASIS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008 AND
ON AN ANNUAL BASIS FOR EACH FISCAL YEAR THEREAFTER;
(C)
A PRO FORMA CONSOLIDATED BALANCE SHEET OF THE PARENT AND ITS
SUBSIDIARIES AS OF THE DATE OF THE MOST RECENT CONSOLIDATED BALANCE SHEET
DELIVERED PURSUANT TO CLAUSE (XIII) ABOVE, ADJUSTED TO GIVE EFFECT TO THE
CONSUMMATION OF THE KRAFT ACQUISITION AND THE LOANS CONTEMPLATED HEREBY AS IF
SUCH TRANSACTIONS HAD OCCURRED ON SUCH DATE, AND WHICH IS CONSISTENT IN ALL
MATERIAL RESPECTS WITH THE SOURCES AND USES OF CASH FOR THE KRAFT ACQUISITION
PREVIOUSLY DESCRIBED TO THE ADMINISTRATIVE AGENT AND THE FORECASTS PREVIOUSLY
PROVIDED TO THE ADMINISTRATIVE AGENT; AND
(D)
AN OFFICER'S CERTIFICATE PREPARED BY THE CHIEF FINANCIAL OFFICER OF
THE BORROWER AS TO THE FINANCIAL CONDITION, SOLVENCY AND RELATED MATTERS OF THE
BORROWER AND ITS SUBSIDIARIES, AFTER GIVING EFFECT TO THE KRAFT ACQUISITION, THE
LOANS TO BE MADE ON THE COMMITMENT EFFECTIVE DATE AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(X)
INSURANCE.
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED
PURSUANT TO THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT, TOGETHER WITH
THE CERTIFICATES OF INSURANCE, NAMING THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
LENDERS, AS AN ADDITIONAL INSURED OR LOSS PAYEE, AS THE CASE MAY BE, UNDER ALL
INSURANCE POLICIES MAINTAINED WITH RESPECT TO THE ASSETS AND PROPERTIES OF THE
LOAN PARTIES THAT CONSTITUTES COLLATERAL.
(XI)
KRAFT ACQUISITION.
(A)
EVIDENCE THAT THE KRAFT ACQUISITION SHALL HAVE BEEN OR SHALL
CONCURRENTLY BE CONSUMMATED IN ACCORDANCE WITH APPLICABLE LAW AND ON THE TERMS
AND CONDITIONS SET FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT DATED AS OF
APRIL 4, 2008 AMONG THE SELLERS, THE PARENT AND OAK ACQUISITION LLC (THE "MEAD
PURCHASE AGREEMENT") SUBMITTED TO THE ADMINISTRATIVE AGENT, AND NO PROVISION OF
THE MEAD