SIGN THIS
AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS CONTEMPLATED BY THIS
AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE NOTES PAYABLE BY EACH OF
THE BORROWERS TO THE ORDER OF EACH BANK WITH RESPECT TO ITS PROPORTIONATE SHARE
OF THE COMMITMENTS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FAVORABLE OPINIONS, DATED THE
EFFECTIVE DATE, OF:
(I)
J. WILLIAM DUMOND, ESQ., SENIOR COUNSEL
OF THE BORROWERS, IN SUBSTANTIALLY THE FORM OF EXHIBIT C; AND
(II)
SIMPSON THACHER & BARTLETT LLP, SPECIAL
COUNSEL FOR THE ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT D
HERETO.
(D)
THE FOLLOWING STATEMENTS SHALL BE TRUE AND
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, WITH A COPY FOR EACH OF THE BANKS,
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH BORROWER, DATED AS OF THE
EFFECTIVE DATE, STATING THAT:
30
(I)
THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 5.1 OF THIS AGREEMENT ARE TRUE AND CORRECT ON AND AS OF THE
EFFECTIVE DATE AS THOUGH MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO ANOTHER DATE, IN WHICH CASE
SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AS OF SUCH OTHER DATE), AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING
THAT CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT.
(E)
THE BORROWERS SHALL HAVE PAID ALL FEES UNDER OR REFERENCED IN SECTION 2.3
HEREOF, TO THE EXTENT THEN DUE AND PAYABLE.
(F)
THE COMMITMENTS OF THE LENDERS UNDER THE EXISTING CREDIT AGREEMENTS SHALL
HAVE BEEN TERMINATED, NO EXTENSIONS OF CREDIT (OTHER THAN THE EXISTING LETTERS
OF CREDIT) AND NO INTEREST THEREON SHALL BE OUTSTANDING OR OTHER AMOUNTS BE DUE
AND OWING THEREUNDER.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS
OR DOCUMENTS AS ANY BANK THROUGH THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST.
SECTION 4.2.
CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT.
The several obligations of the Lenders to make any Extension of Credit and of
the LC Bank to issue any Letter of Credit hereunder are subject to the
satisfaction of the following conditions precedent:
THE FOLLOWING STATEMENTS MADE BY EACH BORROWER TO THE EXTENT APPLICABLE TO IT
AND WITH RESPECT TO EXTENSIONS OF CREDIT MADE TO IT SHALL BE TRUE ON THE DATE
SUCH EXTENSION OF CREDIT IS MADE (AND THE GIVING OF THE APPLICABLE NOTICE OF
BORROWING AND THE ISSUANCE BY THE LC BANK OF ANY LETTER OF CREDIT AT THE REQUEST
OF ANY BORROWER SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY SUCH BORROWER
THAT SUCH STATEMENTS ARE TRUE ON THE DATE SUCH EXTENSION OF CREDIT IS MADE):
(I)
THE REPRESENTATIONS AND WARRANTIES OF
SUCH BORROWER CONTAINED IN SECTION 5.1 (OTHER THAN THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN PARAGRAPHS (E), (F) AND (K) THEREOF WHICH SHALL BE
DEEMED MADE ONLY AS OF THE EFFECTIVE DATE) ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE SUCH EXTENSION OF CREDIT IS MADE, BEFORE AND
AFTER GIVING EFFECT TO SUCH EXTENSION OF CREDIT AND TO THE APPLICATION OF