Common use of Conditions of Advances Clause in Contracts

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On the Effective Date, which may not be after May 14, 1999, there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On the Effective Date, which may not be after May 14, 1999, there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xiixi) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and hereunder, amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks Subject to the terms and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On the Effective Dateconditions of this Agreement, which may not be after May 14, 1999, there shall have been delivered upon Borrower having provided to each Bank Lender reasonable notice of a request (a “Borrowing Request”) for a borrowing of Loans hereunder (a “Borrowing”), each Lender shall advance to Borrower its Pro Rata Share of such Borrowing, provided that all of the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been are satisfied: 2.1 The Borrowing Request shall be in writing and shall provide (i) The favorable opinion the amount of such counsel for the Borrowers as shall be approved by the Required BanksBorrowing, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies each Lender’s Pro Rata Share of such corporate documents of each BorrowerBorrowing, including each Borrower's articles of incorporation, by-laws and expressed as both a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes percentage and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness amount of the signatures ofLoan requested to be made by each Lender, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as aggregate amount of the Effective Date under Section 5.1 duly executed on behalf of the Borrowersall Borrowings made hereunder, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that taking into effect the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents current Borrowing Request, (iv) the aggregate amount of all Loans owing to each Lender, taking into effect the Loans to be made pursuant to the proposed Borrowing Request, and (v) the Preferred Stock Documents date of the proposed Borrowing which shall be a business day; 2.2 Borrower shall have been completed; andexecuted and delivered the Loan Documents; (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) 2.3 The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does Loans by such Lender shall not exceed the lesser of the Commitments or the Borrowing Base.such Lender’s Commitment; (c) On and as of the date of each such Advance, the 2.4 The representations and warranties contained of Borrower in Section 6 hereof the Loan Documents shall be true and correct in all material respects on and as if made on of such date; provided, however, that for purposes of this Section 3.2(c) or the representations extent such representation and warranties contained in Section 6.7 hereof expressly relate to an earlier date, on and as of such earlier date; 2.5 No Event of Default (as hereinafter defined) has have occurred and be continuing; 2.6 The Loans shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of used only for such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters purposes as are set forth in subparagraphs (b), (c) and (d) Section 4.1 of this Section 3.2Agreement; and 2.7 There shall not have occurred a Public Offering.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On Prior to or simultaneously with the Effective Date, which may not be after May 14, 1999first Advance hereunder, there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xiixi) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and hereunder, amendments of existing Security Documents, all Purchase Documents and other agreements and documents related to the Borrowers' acquisition of additional oil and gas properties and other assets described therein, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On the Effective Date, which may not be after May 14, 1999, Date there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xiixi) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and the Agent Bank shall not be obligated to make any ---------------------- Advance hereunder at any time unless: (a) On Prior to or simultaneously with the Effective Date, which may not be after May 14, 1999first Advance hereunder, there shall have been delivered to each the Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfiedBank: (i) The the favorable opinion of such counsel for the Borrowers Company, as shall be approved by the Required BanksBank, with respect to the matters set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.8, 6.9, 6.10 and 6.12 hereof and such other matters as requested by the BanksBank shall reasonably request, all in form and substance satisfactory to the Required BanksBank; (ii) certified copies of such corporate documents of the Company and each Borrower, Guarantor including the Company's and each BorrowerGuarantor's articles of incorporation, by-laws and a good standing certificatecertificates, and such documents evidencing necessary corporate action with respect to this Agreement, the LoansAdvances, the Notes Note and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrowerthe Company or such Guarantor, as the Banks case may be, as the Bank shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 5.1, duly executed on behalf of the BorrowersCompany or any Guarantor, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks Bank may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' Bank's liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledgedBank; (iv) the Notes Note duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtednessCompany; (v) payment of the Consent and Amendment fees required by Section 4.4 as of Security Documents duly executed by the BorrowersEffective Date; (vi) Payment of such fees agreed environmental investigations and documents requested by the Bank, all in form and substance satisfactory to among the Borrowers and the AgentBank; (vii) the execution Bank shall have determined that the Advances may be made with adequate Loan Safety Factors, and such determination shall be made by the Borrowers Bank in its sole discretion and based upon the evaluation of the Agent's standard environmental certificateLoan Safety Factors; (viii) the Banks shall have determined evidence that the Loans to be made are equal to or less than Partnerships have been properly formed and that the Borrowing BaseCompany is a general partner of each Partnership; (ix) duly executed copies of the Partnership Agreements, each in form and substance satisfactory to the Bank and duly certified as a true and complete copy thereof by the Company, together with evidence satisfactory to the Bank that all transactions contemplated by, and conditions precedent to, any of the foregoing agreements have been satisfied; (x) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships partnerships, any Major Sales Contracts or any other material documents requested by the BanksBank; (xxi) in the originals case of all promissory notes payable to any BorrowerLetter of Credit Advance, an application for the related Letter of Credit and other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory related documentation requested by and acceptable to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents Bank appropriately completed and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each duly executed on behalf of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completedCompany; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the BanksBank. (b) The aggregate outstanding principal amount of all such Advances and Rate Hedging Obligations, after giving effect to the each proposed Advance, Advance and each Rate Hedging Obligation does not exceed the lesser of the Commitments Commitment or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) -------- ------- the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and obligations of the Agent shall not be obligated Lenders to make any Advance hereunder at any time unlessAdvances or incur Participations in Letters of Credit, and NationsBank to make Swing Line Loans and to issue Letters of Credit hereunder, on or subsequent to the Closing Date are subject to the satisfaction of the following conditions: (a) On the Effective Date, which may not be after May 14, 1999, there Administrative Agent shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent received a notice of such borrowing or request as required by Article II hereof and the following additional conditions shall Lenders have been satisfied: (i) The favorable opinion received notice of receipt of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies notice of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary borrowing or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued request pursuant to the Existing Credit Agreement, (BSection 2.01(c)(ii) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtednesshereof; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser representations and warranties of the Commitments or Borrower and each Guarantor set forth in Article VI hereof and in each of the Borrowing Base. (c) On other Loan Documents shall be true and correct on and as of the date of each such AdvanceAdvance or issuance of such Letters of Credit, as the case may be, with the same effect as though such representations and warranties had been made on and as of such date, except (i) to the extent that such representations and warranties expressly relate to an earlier date, (ii) that the representations and warranties contained set forth in Section 6 hereof shall be true Sections 6.01(d) and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c(e) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both include and take into account any merger or consolidation permitted under Section 8.08 hereof, and (iii) that the financial statements referred to therein and the most recent financial statements delivered pursuant to in Section 7.1(d)(ii6.01(e)(i) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers hereof shall be deemed to be a certification by the Borrowers at such time with respect those financial statements most recently delivered to the matters set forth in subparagraphs (b), Administrative Agent and the Lenders pursuant to Section 7.01 hereof; (c) in the case of the issuance of a Letter of Credit, Borrower shall have executed and delivered to NationsBank an Application and Agreement for Letter of Credit in form and content reasonably acceptable to NationsBank together with such other instruments and documents as it shall reasonably request; (d) at the time of this Section 3.2each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing; (e) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000; (f) immediately after issuing any Letter of Credit, the aggregate Letter of Credit Outstandings shall not exceed the Total Letter of Credit Commitment; and (g) immediately after giving effect to any Loan or Letter of Credit (i) the sum of the Revolving Credit Outstandings, Swing Line Outstandings, Letter of Credit Outstandings and Competitive Bid Outstandings shall not exceed the Total Revolving Credit Commitment, and (ii) each Lender's Applicable Commitment Percentage of Revolving Credit Loans and Participations shall not exceed its Revolving Credit Commitment.

Conditions of Advances. The Banks and the Agent shall not be obligated Without limiting Lender’s discretion to make advances hereunder, the making of any advance provided for in this Agreement shall be conditioned upon the following conditions (“Advance hereunder at any time unless:Conditions”): (a) On The following conditions (the Effective Date, which may not “General Advance Conditions”) must be after May 14, 1999, there shall have been delivered to each Bank satisfied for any advance of the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfiedLoan: (i) The favorable opinion Lender shall have received, by at least twelve o’clock noon (12:00 noon) Chicago time on the day on which an advance is requested to be made hereunder, a telephonic request from an officer of such counsel Borrower (or any Person authorized by Borrower pursuant to a written list provided to Lender), for an advance in a specific amount. In addition, Lender shall also have received all of the Borrowers as shall be approved schedules, reports, and the Borrowing Base Certificate, in the form of Exhibit F, required to have been delivered by Borrower pursuant to Paragraph 9 hereof (the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks“Borrowing Base Certificate”); (ii) certified copies No Event of Default shall have occurred and be continuing or be caused by the making of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall requestadvance; (iii) the Security Documents required as All of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof this Agreement and the Other Agreements, including the representations and warranties regarding Borrower’s Intellectual Property, shall be true and correct in all material respects as if made on such datethe date the request for an advance is made; (iv) Borrower’s employment agreements with Nicholas H. VandenBrekel and Mark L. Mroczowski provide for termination payments to Nich▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Mark ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ the event a change of control (as def▇▇▇▇ ▇▇▇▇▇▇▇) ▇▇▇▇▇▇ ▇▇▇hout ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇e Borrower’s Board of Directors; providedit shall be a General Advance Condition Lender shall have received waivers of the application of those provisions of the employment agreements to the issuance of the Warrants, howeverthe issuance of shares to Lender pursuant to the Warrants and the exercise of Lender’s rights as a shareholder of Borrower, and those waivers must be in full force and effect at any time that an advance of the Loans is requested; (v) Lender shall have received, in form and substance satisfactory to Lender, the Pledge Agreements, the Subsidiary Guarantees and the Subordination Agreements, and those agreements must be in full force and effect at any time that an advance of the Loans is requested; (vi) Lender shall have received a Waiver and Consent in a form satisfactory to Lender from each of the Series A Preferred Shareholders and Series B Preferred Shareholders identified on Exhibit S; and (vii) Lender shall have received, in form and substance satisfactory to Lender, all certificates, orders, authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages and other documents which are provided for purposes hereunder, or which Lender may at any time request in a commercially reasonable manner. (b) The following conditions must be satisfied before Lender will make any advance from the Term Loan A: (i) Following the execution of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof Agreement, Lender shall be deemed made conduct due diligence with respect to both Borrower’s Intellectual Property and Borrower’s rights to use Borrower’s Intellectual Property to commercialize technology (“Lender's IP Due Diligence”). On or before that date which will occur forty five (45) days after the date of this Agreement, Lender shall advise Borrower in writing as to whether Lender's IP Due Diligence has disclosed a condition or facts which Lender, in its sole discretion, regards as having the potential to result in a material adverse effect on the financial statements referred condition of Borrower (an "IP Diligence Issue"). Lender's notice to therein Borrower of the existence of an IP Diligence Issue shall constitute evidence that a condition precedent to the funding of Term Loan A related to IP Due Diligence has not been satisfied and no further advance of either Term Loan A or Term Loan B shall be made unless and until the most recent financial statements delivered pursuant IP Diligence Issue is resolved to Section 7.1(d)(iiLender's satisfaction. In the event that Lender determines, in Lender's sole discretion, that Lender and Borrower have not reached a satisfactory resolution of the IP Diligence Issue or in the event that Lender and Borrower have not agreed upon a plan for the protection of Borrower's IP within a period of thirty (30) and (iii)days following the date of Lender's notice to Borrower regarding the IP Diligence Issue, then Lender may declare an Event of Default under this Agreement. (dii) No Default or event or condition which could cause Lender shall have received the Initial Warrants registered in the name of Lender; (iii) Lender shall have received the Registration Rights Agreement duly executed by Borrower; (iv) Lender shall have received evidence of an amendment to the Borrower’s Articles of Incorporation to increase the amount of Borrower’s authorized Common Shares to cover all Fully Diluted Common Shares, including those exercisable under the Warrants; (v) Lender shall have received a Material Adverse Effect has occurred and is continuing or will exist upon shareholders agreement providing for the disbursement election of such Advance. Acceptance 2 additional directors to Borrower’s Board of Directors designated by Lender, in the form attached hereto as Exhibit G (the “Shareholders Agreement”), executed by the holders of a sufficient number of Fully Diluted Common Shares; and (vi) The General Advance Conditions must be satisfied as of the proceeds time of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), proposed advance. (c) The following conditions must be satisfied for any Term Loan B Cash Flow Advance: (i) Lender must have received from Borrower and approved Borrower’s annual budget and EBITDA Projections (das defined below) for the calendar year during which the advance is requested, and Borrower’s cumulative EBITDA for the portions of this Section 3.2that calendar year occurring before the month in which the advance is requested must be equal to or in excess of Borrower’s projected EBITDA for those months; (ii) Lender shall have received the Additional Warrants registered in the name of Lender; (iii) The General Advance Conditions must be satisfied as of the time of the Term Loan B Working Capital Advance; and (iv) at least one of the following conditions must be satisfied; either: (A) Advances from the Term Loan B Cash Flow Facility may be requested for the purpose of obtaining Inventory for sale; for such advances, the Borrower must have one or more Eligible Orders for that Inventory, and no Order will be an Eligible Order unless fulfillment of that Order will produce a Gross Profit Margin in accordance with Exhibit B; (B) Advances from the Term Loan B Cash Flow Facility may be requested for the purpose of obtaining working capital by advancing against royalty payments or other forms of income; in each such case, Borrower and Lender shall agree upon a formula to advance against such royalty payments or other forms of income; or (C) Lender has, in its sole discretion, agreed to make an advance from the Term Loan B Cash Flow Facility.

Conditions of Advances. The Banks and the Agent shall not be obligated obligation of City to make any Advance hereunder at shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions, each of which is a condition precedent to the approval or payment of any time unlessApplication for Advance: (a) On Grantee has secured all financing necessary to construct the Effective DateImprovements, as evidenced by commitment letters satisfactory to City; (b) City has issued a Written Notice to Proceed; (c) City has received from Grantee all of the Loan Documents duly executed by Grantee and amendments thereto deemed necessary by City; and the Loan Documents shall remain outstanding and enforceable in accordance with their terms, as required hereunder; (d) The deed of trust and Deed Restrictions are recorded in the real property records of the county in which the Property is located; (e) Grantee has provided, at Grantee’s expense: (i) the Title Policy and (ii) a survey of the Property, which may not be after May 14survey shall show all boundaries, 1999encroachments, there shall have been setbacks and exceptions from the Title Policy, and which will include a certification acceptable to City; (f) Grantee has delivered to each Bank the following documents, in form City all MWBE documentation required by City; (g) The representations and substance satisfactory to the Agent warranties made by Grantee within this Agreement and the following additional conditions Loan Documents shall have been satisfied:be true and correct as of the date of any Advance; and if requested by City, Grantee shall give a certificate to City to that effect; (h) The covenants and agreements of Grantee set forth in this Agreement and in the Loan Documents shall be fully complied with, except as such compliance may be limited by the passage of time; (i) The favorable opinion Improvements shall not have been materially injured, damaged, or destroyed by fire or other casualty, nor shall the Improvements or any part of such counsel the Property be subject to condemnation proceedings or negotiations for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all sale in form and substance satisfactory to the Required Bankslieu thereof; (iij) certified copies of City shall have received from Grantee such corporate documents of each Borrowerother instruments, including each Borrower's articles of incorporationevidence, by-laws and a good standing certificatecertificates, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, affidavits as the Banks shall requestCity may reasonably require; (iiik) the Security Documents required as No Advance shall constitute waiver of any of the Effective Date under Section 5.1 duly executed on behalf conditions of City’s obligation to make further Advances, nor, in the Borrowersevent Grantee is unable to satisfy any such condition, together with evidence shall any such waiver have the effect of the recordation, filing and other action in precluding City from thereafter declaring such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required inability to be pledgedan Event of Default; (ivl) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks City shall have determined that no obligation to make any Advance to Grantee after the Loans to be made are equal to or less than the Borrowing Base; (ix) copies happening of all agreements relating to any material Indebtedness for borrowed moneyEvent of Default, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing but shall have been used the right and option to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such datedo so; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect if City elects to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of make any such Advance. Acceptance of the proceeds of any , no such Advance hereunder by the Borrowers shall be deemed to be either a certification by waiver of the Borrowers at such time with respect right to demand payment of the matters set forth debt, or any part thereof, or an obligation to make any other Advance; and (m) Grantee shall use all Funds received from Advances for payment of expenses specified in subparagraphs (b)the Funds Budget, (c) and (d) of this Section 3.2for no other purpose.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On the Effective Date, which may not be after May 14January 3, 1999, 2000 there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On Prior to or simultaneously with the Effective Date, which may not be after May 14, 1999first Advance hereunder, there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfied: (i) The favorable opinion of such counsel for the Borrowers as shall be approved by the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banks; (ii) certified copies of such corporate documents of each Borrower, including each Borrower's articles of incorporation, by-laws and a good standing certificate, and such documents evidencing necessary corporate action with respect to this Agreement, the Loans, the Notes and the Security Documents, and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of each Borrower, as the Banks shall request; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Notes duly executed on behalf of the Borrowers, and it is acknowledged and agreed that the Notes: (A) are issued in exchange and replacement for the promissory notes issued pursuant to the Existing Credit Agreement, (B) shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the Borrowers; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreement, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed50,000; and (xiixi) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and hereunder, amendments of existing Security Documents, the establishment of all primary bank accounts of each Borrower at a Bank (and each agrees to maintain such accounts at a Bank), all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances Revolving Credit Loans or the Term Loan, whichever is outstanding, after giving effect to the proposed AdvanceLoan, does not exceed the lesser of the Commitments or the Borrowing Base, and the aggregate outstanding principal amount of all Letter of Credit Advances, after giving effect to the proposed Letter of Credit Advance, does not exceed the lesser of $1,000,000 or the CNG/CRI Guaranteed Formula. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.

Conditions of Advances. The Banks and the Agent shall not be obligated to make any Advance hereunder at any time unless: (a) On Prior to or simultaneously with the Effective Date, which may not be after May 14, 1999first Advance hereunder, there shall have been delivered to each Bank the following documents, in form and substance satisfactory to the Agent and the following additional conditions shall have been satisfiedAgent: (i) The the favorable opinion of such counsel for Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, Vice President-Land and Legal of the Borrowers as shall be approved by Company, in the Required Banks, with respect to the matters as requested by the Banks, all in form and substance satisfactory to the Required Banksof Exhibit E hereto; (ii) certified copies of such corporate documents of each Borrowerthe Company, including each Borrower(A) certificates of recent date of the appropriate authority or official of the Company's articles state of incorporationincorporation listing all charter documents of the Company on file in that office and certifying as to the good standing and corporate existence of the Company together with copies of such charter documents of the Company certified as of a recent date by such authority or official and certified as true and correct as of the Effective Date by a duly authorized officer of the Company, (B) copies of the by-laws of the Company, together with all authorizing resolutions and a good standing certificate, and such documents evidencing necessary evidence of other corporate action with respect taken by the Company to authorize the execution, delivery and performance by the Company of this Agreement, the Loans, the Notes and any S/L/C Application and the Security Documentsconsummation by the Company of the transactions contemplated hereby, each certified as true and correct as of the Effective Date by a duly authorized officer of the Company, and certifying to (C) certificates of incumbency of the incumbency ofCompany containing, and attesting to the genuineness of of, the signatures of, of those officers authorized to act on behalf of each Borrowerthe Company in connection with this Agreement, the Notes and any S/L/C Application, and the consummation by the Company of the transactions contemplated hereby, certified as true and correct as of the Banks shall requestEffective Date by a duly authorized officer of the Company; (iii) the Security Documents required as of the Effective Date under Section 5.1 duly executed on behalf of the Borrowers, together with evidence of the recordation, filing and other action in such jurisdictions as the Banks may deem necessary or appropriate with respect to the Security Documents and evidence of the first-priority of the Banks' liens and security interests under the Security Documents, subject only to Permitted Liens, including without limitation such additional mortgages, security agreements, pledge agreements, other documents and opinions of counsel required by the Banks and original stock certificates and assignments separate from certificate of each Person whose stock is required to be pledged; (iv) the Revolving Credit Notes duly executed on behalf of the BorrowersCompany; (iv) copies of all Major Sales Contracts in effect on the Effective Date, certified as true and correct by the Company; (v) payment in full of all liabilities of the Company pursuant to the Prior Loan Agreement, provided that it is acknowledged and agreed that all outstanding letters of credit issued by the Notes: (A) are issued in exchange and replacement Agent for the promissory notes issued account of the Company, whether pursuant to the Existing Credit AgreementPrior Loan Agreement or otherwise, (B) do not need to be terminated or replaced, but instead shall not be deemed a novation or to have satisfied such promissory notes and (C) evidence the same indebtedness evidenced by such promissory notes plus additional indebtedness; (v) the Consent and Amendment of Security Documents duly executed by the BorrowersS/L/Cs outstanding under this Agreement; (vi) Payment of such fees agreed to among the Borrowers and the Agent; (vii) the execution by the Borrowers of the Agent's standard environmental certificate; (viii) the Banks shall have determined that the Loans to be made are equal to or less than the Borrowing Base; (ix) copies of all agreements relating to any material Indebtedness for borrowed money, any outstanding preferred stock, any joint ventures or partnerships or any other material documents requested by the Banks; (x) the originals of all promissory notes payable to any Borrower, other than promissory notes in an aggregate amount less than $1,000,000; (A) The Borrowers shall deliver evidence satisfactory amendment to the Agent that the Borrowers have issued the Indenture Notes in a face amount of not less than $150,000,000 in accordance with the Indenture Debt Documents and the Preferred Stock in an amount of not less than $30,000,000 in accordance with the Preferred Stock Documents and that Private Placement Agreement executed by all net proceeds (net of customary fees and expenses in connection therewith) of each of the foregoing shall have been used to prepay the advances and other liabilities under the Existing Credit Agreementparties thereto, (B) all Indenture Debt Documents and the Preferred Stock Documents shall have been delivered to the Agent and the Banks and shall be in form and substance satisfactory to the Agent and (C) all transactions contemplated pursuant to the Indenture Debt Documents and the Preferred Stock Documents shall have been completed; and (xii) such other agreements, documents, conditions and certificates as reasonably requested by the Banks, including without limitation, releases and terminations of all other Liens which are not permitted hereunder and amendments of existing Security Documents, all in form and substance satisfactory to the Banks. (b) The aggregate outstanding principal amount of all Advances after giving effect to the proposed Advance, does not exceed the lesser of the Commitments or the Borrowing Base. (c) On and as of the date of each such Advance, the representations and warranties contained in Section 6 hereof shall be true and correct in all material respects as if made on such date; provided, however, that for purposes of this Section 3.2(c) the representations and warranties contained in Section 6.7 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 7.1(d)(ii) and (iii). (d) No Default or event or condition which could cause a Material Adverse Effect has occurred and is continuing or will exist upon the disbursement of such Advance. Acceptance of the proceeds of any Advance hereunder by the Borrowers shall be deemed to be a certification by the Borrowers at such time with respect to the matters set forth in subparagraphs (b), (c) and (d) of this Section 3.2.Majority