STATEMENT OR INFORMATION
CONTAINED IN THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OTHER DOCUMENT,
CERTIFICATE OR STATEMENT FURNISHED BY OR ON BEHALF OF ANY LOAN PARTY TO THE
ADMINISTRATIVE AGENT OR THE LENDERS, OR ANY OF THEM, FOR USE IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, IN
EACH CASE WHEN TAKEN TOGETHER WITH ALL SUCH OTHER INFORMATION PREVIOUSLY
FURNISHED, CONTAINED AS OF THE DATE SUCH STATEMENT, INFORMATION, DOCUMENT OR
CERTIFICATE WAS SO FURNISHED, ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED
TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN NOT MISLEADING.
THE PROJECTIONS CONTAINED IN THE MATERIALS REFERENCED
ABOVE ARE BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS BELIEVED BY MANAGEMENT
OF EACH BORROWER TO BE REASONABLE AT THE TIME MADE, IT BEING RECOGNIZED BY THE
LENDERS THAT SUCH FINANCIAL INFORMATION AS IT RELATES TO FUTURE EVENTS IS NOT TO
BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED
BY SUCH FINANCIAL INFORMATION MAY DIFFER FROM THE PROJECTED RESULTS SET FORTH
THEREIN BY A MATERIAL AMOUNT.
THERE IS NO FACT, OTHER THAN FACTS OF A GENERAL
ECONOMIC OR POLITICAL NATURE NOT SPECIFIC TO ANY BORROWER, KNOWN TO ANY LOAN
PARTY THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT THAT
HAS NOT BEEN EXPRESSLY DISCLOSED HEREIN, IN THE OTHER LOAN DOCUMENTS, OR IN ANY
OTHER DOCUMENTS, CERTIFICATES AND STATEMENTS FURNISHED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY AND BY THE OTHER LOAN DOCUMENTS.
5.22.
CASH BALANCE.
AS OF DECEMBER 31, 2002, THE CASH AND CASH
EQUIVALENTS BALANCE OF TMP AS OF SUCH DATE WAS AT LEAST $100,000,000, AND AS OF
MARCH 31, 2003, THE CASH
AND CASH EQUIVALENTS BALANCE OF TMP WAS AT LEAST
$75,000,000, IN EACH CASE AFTER GIVING PRO-FORMA EFFECT TO THE SPIN-OFF
TRANSACTION.
SECTION 6
CONDITIONS PRECEDENT AND ADDITION OF BORROWERS
6.1.
CONDITIONS TO INITIAL EXTENSION OF CREDIT.
(A) THE AGREEMENT OF
EACH LENDER TO MAKE THE INITIAL EXTENSION OF CREDIT REQUESTED TO BE MADE BY IT
IS SUBJECT TO THE SATISFACTION, PRIOR TO OR CONCURRENTLY WITH THE MAKING OF SUCH
EXTENSION OF CREDIT ON THE CLOSING DATE (BUT IN ANY EVENT NO LATER THAN APRIL
30, 2003), OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
CREDIT AGREEMENT; GUARANTEE AND COLLATERAL AGREEMENT, SHARE
CHARGES AND DEBENTURES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THIS
AGREEMENT EXECUTED AND DELIVERED BY EACH LENDER AND EACH BORROWER, (II) THE
GUARANTEE AND COLLATERAL AGREEMENT, EXECUTED AND DELIVERED BY TMP AND EACH
SUBSIDIARY GUARANTOR AND ANY OTHER SECURITY DOCUMENTS, (III) AN ACKNOWLEDGMENT
AND CONSENT IN THE FORM ATTACHED TO EACH GUARANTEE AND COLLATERAL AGREEMENT,
EXECUTED AND DELIVERED BY EACH ISSUER (AS DEFINED THEREIN), IF ANY, THAT IS NOT
A LOAN PARTY, (IV) EACH OF THE SHARE CHARGES EXECUTED AND DELIVERED BY TMPWHL
AND BHL,
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RESPECTIVELY, AND (V) EACH OF THE DEBENTURES EXECUTED AND DELIVERED BY TMPWL AND
BSEL, AND (VI) SATISFACTORY EVIDENCE