AND EXPENSES DUE AND PAYABLE
PURSUANT TO SECTIONS 3.4 AND 10.3, IF THEN INVOICED.
SECTION 5.1.4.
DELIVERY OF FINANCIAL INFORMATION.
THE AGENT SHALL HAVE
RECEIVED, WITH COPIES FOR EACH LENDER, AUDITED CONSOLIDATED BALANCE SHEETS OF
THE BORROWER AND ITS SUBSIDIARIES AS AT NOVEMBER 30, 2000 AND THE RELATED
STATEMENTS OF EARNINGS AND CASH FLOW, AND UNAUDITED BALANCE SHEETS OF THE
BORROWER AND ITS SUBSIDIARIES AS OF THE END OF THE FISCAL QUARTER ENDING
FEBRUARY 28, 2001 AND CONSOLIDATED STATEMENTS OF EARNINGS AND CASH FLOW OF THE
BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL QUARTER, CERTIFIED BY AN
AUTHORIZED OFFICER OF THE BORROWER.
SECTION 5.1.5.
DELIVERY OF NOTES.
THE AGENT SHALL HAVE RECEIVED FOR THE
ACCOUNT OF EACH LENDER ITS REVOLVING LOAN NOTE AND ITS COMPETITIVE BID LOAN NOTE
DULY EXECUTED AND DELIVERED BY THE BORROWER WITH RESPECT TO SUCH LENDER'S
COMMITMENT.
SECTION 5.1.6.
TERMINATION OF THE EXISTING CREDIT AGREEMENT.
THE AGENT SHALL
HAVE RECEIVED SATISFACTORY EVIDENCE THAT THE EXISTING CREDIT AGREEMENT HAS BEEN
TERMINATED AND ALL INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OUTSTANDING
THEREUNDER HAS BEEN PAID IN FULL.
SECTION 5.1.7.
OPINION OF COUNSEL.
THE AGENT SHALL HAVE RECEIVED AN OPINION OF
ROBERT W. SKELTON, GENERAL COUNSEL OF THE BORROWER OR ANY ASSOCIATE GENERAL
COUNSEL OF THE BORROWER, DATED THE DATE OF THIS AGREEMENT AND ADDRESSED TO THE
AGENT AND ALL LENDERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT G HERETO.
SECTION 5.2.
CONDITIONS PRECEDENT TO BORROWINGS.
THE OBLIGATION OF EACH LENDER
TO FUND ANY LOAN ON THE OCCASION OF ANY BORROWING (INCLUDING THE INITIAL
BORROWING) SHALL BE SUBJECT TO THE SATISFACTION OF EACH OF THE CONDITIONS
PRECEDENT SET FORTH IN THIS SECTION 5.2.
SECTION 5.2.1.
COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC.
BOTH BEFORE AND
AFTER GIVING EFFECT TO ANY BORROWING, THE FOLLOWING STATEMENTS SHALL BE TRUE AND
CORRECT:
(A)
THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ARTICLE VI (OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTIONS 6.6 AND 6.7) SHALL BE TRUE AND CORRECT WITH THE SAME EFFECT AS IF THEN
MADE (UNLESS STATED TO RELATE SOLELY TO AN EARLIER DATE, IN
40
WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT AS OF
SUCH EARLIER DATE); AND
(B)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
THEN OCCURRED AND BE CONTINUING.
SECTION 5.2.2.
BORROWING REQUEST.
THE AGENT SHALL HAVE RECEIVED A REVOLVING
LOAN BORROWING REQUEST OR A COMPETITIVE BID LOAN BORROWING REQUEST (AS THE CASE
MAY BE) FOR SUCH BORROWING.
EACH OF THE DELIVERY OF A BORROWING REQUEST AND THE
ACCEPTANCE BY THE BORROWER OF THE PROCEEDS OF SUCH BORROWING SHALL CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWER THAT ON THE DATE OF SUCH BORROWING
(BOTH IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND THE
APPLICATION OF THE PROCEEDS THEREOF) THE STATEMENTS MADE IN SECTION 5.2.1 ARE
TRUE AND CORRECT.
SECTION 5.2.3.
SATISFACTORY LEGAL FORM.
ALL DOCUMENTS EXECUTED OR SUBMITTED
PURSUANT HERETO BY OR ON BEHALF OF THE BORROWER SHALL BE REASONABLY SATISFACTORY
IN FORM AND SUBSTANCE TO THE AGENT AND ITS COUNSEL