CASH FROM THE PARENT AND
ITS SUBSIDIARIES AND CASH ON HAND OF THE TARGETS IN AN AGGREGATE AMOUNT OF AT
LEAST $50,000,000.
(N)
CLOSING FINANCIAL CONDITION CERTIFICATE.
THE BORROWER SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT A CERTIFICATE DATED AS OF THE CLOSING DATE
AND EXECUTED BY A RESPONSIBLE OFFICER OF THE BORROWER, WITH CALCULATIONS
ATTACHED THERETO, EVIDENCING (I) A MINIMUM LIQUIDITY LEVEL AFTER GIVING EFFECT
TO THE LOANS MADE BY THE LENDERS ON THE CLOSING DATE, THE ISSUANCE OF ANY
LETTERS OF CREDIT BY THE ISSUING BANK ON SUCH DATE AND THE BRASSRING ACQUISITION
OF AT LEAST $10,000,000, (II) THE PARENT'S PRO FORMA MODIFIED EBITDA FOR THE
FOUR (4) CONSECUTIVE FISCAL QUARTERS ENDING SEPTEMBER 30, 2006 OF AT LEAST
$21,000,000 AFTER GIVING EFFECT TO THE BRASSRING ACQUISITION AND (III) THE TOTAL
NET LEVERAGE RATIO AS OF SEPTEMBER 30, 2006 ON A PRO FORMA BASIS AFTER GIVING
EFFECT TO THE BRASSRING ACQUISITION.
(O)
FINANCIAL STATEMENTS AND PROJECTIONS.
THE BORROWER SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS (I) CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS FOR THE PARENT AND ITS SUBSIDIARIES (AFTER GIVING EFFECT TO
THE BRASSRING ACQUISITION) FOR THE FISCAL QUARTERS ENDED MARCH 31, 2006,
JUNE 30, 2006 AND SEPTEMBER 30, 2006, (II) CONSOLIDATED FINANCIAL PROJECTIONS ON
A QUARTERLY BASIS FOR THE 2006 AND 2007 FISCAL YEARS AND ON AN ANNUAL BASIS FOR
EACH FISCAL YEAR ENDING THEREAFTER THROUGH AND INCLUDING THE 2009 FISCAL YEAR
AND (III) A REPORT, PREPARED BY A THIRD PARTY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT, CONFIRMING THAT THE TARGETS' MODIFIED EBITDA FOR THE FOUR CONSECUTIVE
FISCAL QUARTERS ENDED JUNE 30, 2006 IS AT LEAST $5,000,000, (INCLUSIVE OF
AGREED-UPON ADD-BACKS AS SET FORTH ON SCHEDULE II HERETO) IN EACH CASE IN FORM
AND SUBSTANCE SATISFACTORY TO THE LENDERS.
53
(P)
BRASSRING ACQUISITION.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AND REVIEWED TO ITS SATISFACTION BRASSRING ACQUISITION DOCUMENTS AND
ALL OF THE DOCUMENTS, AGREEMENTS OR INSTRUMENTS EVIDENCING ANY SELLER NOTES OR
EARN-OUTS.
(Q)
PRINCIPAL DEPOSIT ACCOUNTS.
THE BORROWER AND THE OTHER LOAN
PARTIES (OTHER THAN THE TARGETS AND THEIR SUBSIDIARIES) SHALL HAVE ESTABLISHED
THEIR PRINCIPAL DEPOSIT ACCOUNTS AT PNC.
(R)
ADDITIONAL MATTERS.
ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL
DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
BE SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT, AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AND LEGAL OPINIONS
IN RESPECT OF ANY ASPECT OR CONSEQUENCE OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY AS IT SHALL REASONABLY REQUEST.
4.2
Conditions to Each Loan or Letter of Credit.
The agreement of
each Lender to make any Loan requested to be made by it and of the Issuing Bank
and each Revolving Credit Lender to issue and/or participate in Letters of
Credit requested to be issued on any date (including the Closing Date) is
subject to the satisfaction of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY