General Conditions. The satisfaction of the following: (i) there shall not have been instituted or threatened or be pending any action or proceeding before or by any court or governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Exchange that is, or is reasonably likely to be, in the sole judgment of the Company, materially adverse to the business, operations, properties, condition (financial or otherwise), assets,
... liabilities or prospects of the Company; (ii) there shall not have occurred any material adverse development, in the sole judgment of the Company, with respect to any action or proceeding concerning the Company existing on the date hereof; (iii) an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall not have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the sole judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of either of the Exchange or that is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company; (iv) there shall not have occurred or be likely to occur any event affecting the business or financial affairs of the Company that, in the sole judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Exchange or that will, or is reasonably likely to, materially impair the contemplated benefits to the Company of the Exchange; or (v) the trustee under the New Indenture or the Holders shall not have objected in any respect to, or taken any action that could, in the sole judgment of the Company, adversely affect the consummation of, the Exchange, or shall not have taken any action 7 that challenges the validity or effectiveness of the procedures used by the Company in the making of the Exchange Offer or the acceptance of, or payment for, any of the Old Notes or any of the consents by the Company. (vi) the Company's shall have obtained all consents required under the Loan and Security Agreement, dated as of June 22, 2000, by and among the Company, LPM Manufacturing, Inc., Wells Fargo Retails Finance LLC, by assignment and PNC Bank, National Association, as amended, to the consummation of the Exchange and the issuance of the New Notes. (vii) Moody's and Standard & Poor's shall issue prospective ratings of B2/B-, respectively, on the New Notes and such ratings shall not have been withdrawn.
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