A COUNTERPART OF THIS
AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR WRITTEN EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AGREEMENT AND (II) THE GUARANTEE AGREEMENT, EXECUTED AND DELIVERED BY EACH
GUARANTOR.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A WRITTEN OPINION FROM COUNSEL TO THE BORROWER, SUBSTANTIALLY IN THE FORM OF
EXHIBIT D.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AND CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS
COUNSEL MAY REASONABLY REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD
STANDING OF THE BORROWER AND THE DOMESTIC SIGNIFICANT SUBSIDIARIES AND THE
AUTHORIZATION OF THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE EFFECTIVE DATE AND SIGNED BY THE PRESIDENT OR A
FINANCIAL OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET
FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02.
(E)
SINCE MAY 31, 2003, THERE HAS BEEN NO
CHANGE IN THE BUSINESS, PROPERTY, PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE)
OR RESULTS OF OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A WRITTEN REPRESENTATION AND WARRANTY
TO SUCH EFFECT BY THE BORROWER AS OF THE EFFECTIVE DATE.
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED (I) SATISFACTORY AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE
BORROWER FOR THE TWO MOST RECENT FISCAL YEARS ENDED PRIOR TO THE EFFECTIVE DATE
AS TO WHICH SUCH FINANCIAL STATEMENTS ARE AVAILABLE, AND (II) SATISFACTORY
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER FOR EACH
QUARTERLY PERIOD ENDED SUBSEQUENT TO THE DATE
30
OF THE LATEST FINANCIAL STATEMENTS DELIVERED PURSUANT TO CLAUSE (I) OF THIS
PARAGRAPH AS TO WHICH SUCH FINANCIAL STATEMENTS ARE AVAILABLE.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE,
INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET
EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.01) at or prior to 3:00 p.m., New
York City time, on February 27, 2004 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER
TO MAKE A LOAN ON THE OCCASION OF ANY BORROWING IS SUBJECT TO THE SATISFACTION
OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER (WHICH ARE SET FORTH IN ARTICLE III OF THIS AGREEMENT) SHALL BE TRUE
AND CORRECT ON