Common use of Conditions of Lending Clause in Contracts

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans as part of any Borrowing hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Obligor shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed on or prior to the date of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have receivedreceived to its satisfaction, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLPDay. (e) All legal matters related to this Agreement, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as shall be satisfactory to the Lenders and to the Administrative Agent and, to the extent previously requested, the Lenders shall reasonably requesthave received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, and Holdings and including Section 326 of the Borrower hereby request such counsel to deliver such opinionsUSA Patriot Act. (ef) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organizational documents, including all amendments thereto, of each Loan PartyObligor, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party Obligor as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party Obligor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) comparable document of such Loan Party Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or other governing body of such Loan Party Obligor authorizing the execution, delivery and performance of the Loan Documents to which such person Obligor is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party Obligor have not been amended since the date of the last amendment thereto shown on copy certified by the certificate Secretary of legal existence or good standing (or equivalent) or state certified copies of such documents State furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyObligor; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with satisfaction of the conditions precedent set forth in paragraph paragraphs (b) of this Article IV as of the Closing Dateand (c) above and paragraph (i) below. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Datedate of the initial borrowing hereunder, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto Guarantee and Collateral Requirement shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Documentsatisfied. (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties Obligors in the states (or other jurisdictions) of formation of such persons, in which specified by the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection CertificateCollateral Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be are permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (jk) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties The Collateral Agent shall have been received a Perfection Certificate dated the Closing Date and duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds a Responsible Officer of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (kl) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the evidence that insurance policies required by Section 5.02 and is in effect, together with endorsements naming the applicable provisions Collateral Agent, for the benefit of the Security DocumentsSecured Parties, each of which shall be endorsed or otherwise amended to include a customary lender’s as loss payable endorsement payee thereunder and to name naming the Administrative Agent, the Collateral Agent and the Lenders as additional insured, in form and substance satisfactory each case to the Administrative Agentextent required by Section 5.02. (lm) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of one or more Environmental assessment reports, in form and substance and from an independent Environmental assessment firm satisfactory to the Merger Agreement and all certificatesAdministrative Agent, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be reasonably satisfied as to the amount and nature of any Environmental and employee health and safety exposures to which the Borrower and its subsidiaries may be subject after giving effect to the Transactions, and with the capitalization and structure plans of Holdings and the BorrowerBorrower or such subsidiaries with respect thereto. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent The Lenders shall have received the audited and unaudited financial statements and reports referred to in Section 3.05, which financial statements and reports shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (o) All requisite Governmental Authorities shall have approved or consented to the Transactions to the extent required by applicable law or regulation, all applicable appeal periods shall have expired and there shall not be any pending or, to the knowledge of the Borrower, threatened litigation or governmental, administrative or judicial action that could reasonably satisfactory evidence thereof. Immediately after be expected to prevent or impose materially burdensome conditions on the Transactions or to result in a Material Adverse Effect. (p) After giving effect to the Transactions and the other transactions contemplated hereby, HoldingsTransactions, the Borrower and the Subsidiaries its subsidiaries shall have outstanding no Indebtedness or preferred stock other than (ai) the Loans hereunder and (ii) the Indebtedness outstanding permitted under this AgreementSection 6.01(a)(ii), (b) the First Lien Loansiii), (civ), (vii), (viii) Indebtedness set forth on Schedule 6.01 and (d) other x). All Indebtedness under the Revolving Credit Facility shall be repaid on the Closing Date and all lending commitments in an outstanding principal amount not respect thereof shall be terminated and all Liens securing such Indebtedness shall be released or arrangements, to exceed $100,000 in the aggregatesatisfaction of the Administrative Agent, shall have been made for such release. (oq) The Administrative Agent shall have received a certificate from the chief financial officer Chief Financial Officer of Holdings the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that Holdings the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on and the Closing Dateother transactions contemplated hereby, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (qr) The Administrative Agent shall have received from Bank Hapoalim B.M., Israel, a certificateletter of undertaking providing for cash collateral in an amount equal to the aggregate Commitments to be held by Bank Hapoalim B.M., dated Israel, to secure the Closing Date and signed by a Responsible Officer Obligations of the CompanyBorrower pursuant to this Agreement. (s) Arrangements shall have been made, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out to the Company’s operational objectives (whichsatisfaction of the Administrative Agent, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from cancellation of the Closing Date BH Letters of Credit and the delivery to the first anniversary Administrative Agent of (i) the Closing Date. The Borrowing BH Letters of Credit and (ii) a letter of termination in the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.form set forth at Exhibit E.

Conditions of Lending. The obligations obligation of the several Lenders to make Loans the Loan to be made by them hereunder on the Closing Date are is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent Company shall have received a notice be in good standing in the jurisdiction of such Borrowing as required by Section 2.03its incorporation. (b) The Loan, this Agreement, the Security Agreement and the Series A Stock shall have been duly authorized by the Company and the Company shall have reserved (i1) sufficient shares of the Series A Stock into which all of the Loan may be converted according to the terms of this Agreement and (2) sufficient shares of the Common Stock for conversion of the Series A Stock which may be acquired by the Lenders. (c) This Agreement, the Notes and the Security Agreement shall have been duly executed and delivered and shall be legal, valid and binding obligations of the Company. All legal matters relating to this Agreement, the Notes, the Series A Stock and the Security Agreement shall be satisfactory to the Lenders and their respective counsel. (d) No event of default specified herein (and no event specified herein which, with the lapse of time or the notice and lapse of time specified herein, would be a default) shall have occurred and be continuing. The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 of the Company herein shall be true on and correct in all material respects on as of the date of the Closing Date with the same force and effect as though if made on and as of such date, except date and the Company shall so certify to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy consent of the certificate or articles Lenders under that certain Bridge Loan Agreement of incorporation May 8, 1998, as supplemented (or other similar formation document), including all amendments thereto, the "Bridge Loan Lenders") to (1) the withdrawal of each the Financing Statement perfecting the security interest under the Bridge Loan Party, certified as Agreement and to the granting by the Company of a recent date by security interest in the Secretary of State collateral described in the Security Agreement hereunder parri passu to the Lenders and to the Bridge Loan Lenders, (or equivalent2) to the amendment of the state Bridge Loan Agreement, as supplemented, so that the percentage of its organization, consent of 60% provided in Sections 6.1 and a certificate of legal existence and, if available 7.1 thereof shall be 60% in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate principal amount of the Secretary or Assistant Secretary of each Bridge Loan Party dated Noteholders and the Closing Date and certifying Noteholders hereunder in the aggregate, (A3) that attached thereto is a true and complete copy the rescission of the by-laws (or equivalent) of such Loan Party as registration rights provisions in effect on the Closing Date and at all times since a date prior to the date Sections 3.2 through 3.4 of the resolutions described in clause (B) below, (B) that attached thereto is a true Bridge Loan Agreement and complete copy of resolutions (or equivalent) duly adopted the execution and delivery by the Board of Directors of such Loan Party authorizing the execution, delivery and performance them of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings Registration Rights Agreement hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C4) that the certificate or articles Notes hereunder are "equity securities" within the meaning of incorporation of such Loan Party have not been amended since the date Section 3.1 of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Bridge Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveAgreement. (f) The Administrative Agent Lenders or their representatives shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment certified copies of all out-of-pocket expenses required to be reimbursed or paid corporate action taken by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed Company to authorize the transactions contemplated by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and such other documents delivered thereunder, certified by a Financial Officer as being complete and correctthey may reasonably require. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such the Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed at or prior to the time of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4(d), substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState (or other similar official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received a complete and final Annual Report on Form 10-K of the Borrower for the fiscal year ended December 31, 2003, in a form suitable for filing with the Securities and Exchange Commission, that contains the financial statements referred to in Section 3.05 (which shall not reflect a material adverse change in the financial condition of the Borrower from the forecasts previously provided to the Lenders in the Confidential Information Memorandum) and a report on such consolidated financial statements from KPMG LLP, which report does not contain any “going concern” or like qualification or exception and is otherwise without any qualification or exception as to the scope of such audit. (i) The Administrative Agent shall have received title opinions and/or title information reasonably satisfactory to the Lenders showing good and marketable title of the Borrower or other Collateral Loan Party to Oil and Gas Properties representing in the aggregate not less than 80% of PV-10 Value as of December 31, 2003. (j) The Administrative Agent shall have received a copy of the Initial Reserve Reports, and the substance of each such report shall be satisfactory to the Lenders. (k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hl) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (im) The Collateral Agent shall have received a Perfection Certificate with respect to the Borrower and the other Collateral Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and the other Collateral Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each the Collateral Agent shall have received such other documents, surveys, abstracts, appraisals and legal opinions (without duplication of such Security Documents shall the title opinions delivered under paragraph (i) above) required to be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that furnished pursuant to the extent a perfected security interest in any assets terms of a type that cannot be perfected the Mortgages or as reasonably requested by the filing of a UCC financing statement Collateral Agent or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13Lenders. (ko) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (np) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Credit Agreement shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock Preferred Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien LoansCredit Agreement, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregatePreferred Equity Interests set forth on Schedule 4(p). (oq) The Administrative Agent shall have received a certificate from certificate, dated the Closing Date and signed by the chief financial officer of Holdings the Borrower, certifying that Holdings (a) the Borrower’s ratio of Total Net Debt (after giving pro forma effect to the Transactions to occur on the Closing Date) to Consolidated EBITDAX for the four-fiscal quarter period most recently ended prior to the Closing Date does not exceed 4.00 to 1.00 and (b) the Borrower and its subsidiariesSubsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing DateTransactions, are solvent. (pr) The Administrative Agent shall have received evidence that the Borrower and the Subsidiaries have entered into Commodity Hedging Agreements with one or more Approved Counterparties that establish prices reasonably acceptable to the Administrative Agent on a volume of Hydrocarbons equal to not less than 40% of the projected PDP production from the Oil and Gas Properties of the Borrower and the Subsidiaries for the twelve calendar month period immediately following the first full calendar month after the Closing Date. (s) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (t) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (qu) The Administrative Agent Each of the Warrant Agreement and the Warrant Shares Registration Rights Agreement shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty been duly executed by the Borrower and Holdings shall be in full force and effect on such date as to the matters specified in paragraphs (b) of this Article IVClosing Date.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions, in each case in form and substance satisfactory to the Administrative Agent and the Required Lenders: (a) The Administrative Agent shall have received a notice of such Borrowing Request as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such datethe A&R Effective Date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieda different date. (c) At The Borrowers and each other Credit Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after the making of such LoansBorrowing, no Default or Event of Default hereunder, under the Original Second Lien Credit Agreement and/or any other Loan Document shall have occurred and be continuing. (d) The Administrative Agent and the Collateral Agent shall have received, on behalf of itself themselves and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, substantially to the effect set forth in Exhibit F-2E, in each case which opinion shall (Ai) be dated the Closing A&R Effective Date, (Bii) be addressed to the Lenders, the Administrative Agent and the LendersCollateral Agent, and (Ciii) covering cover such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower . The Borrowers hereby request instruct such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents, and the existence of Liens on the Collateral for the benefit of the Secured Parties shall be satisfactory to the Lenders and the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Credit Party, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Credit Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Credit Party dated the Closing A&R Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Credit Party as in effect on the Closing A&R Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Credit Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing A&R Effective Date and signed by a Responsible Financial Officer of the Borrower, Borrowers confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c), (l), (m) and (p) of this Article IV as of the Closing DateArticle. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing A&R Effective Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder or under any other Loan Document, including without limitation, the fees, costs and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel for certain of the Lenders, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, as counsel for the Agents. (hi) The Security Collateral Documents shall have been duly executed by each Loan Party Person that is to be a party thereto and shall be in full force and effect on the Closing A&R Effective Date. The Collateral Agent on behalf of the Secured Parties shall continue to have been granted a on the A&R Effective Date the security interest in the Collateral created on the Original Closing Date of the type and priority described in each Security DocumentSection 3.25 hereof. (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received (i) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Credit Parties in the states States (or other jurisdictions) of formation of such personsPersons, in which the chief executive office of each such person Person is located and in the other jurisdictions in which such persons Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 6.07 or have been or will be contemporaneously released or terminated. terminated and (jii) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each bailee letters in favor of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject with respect to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds material leased properties of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13.Parties.. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 5.04 and the applicable provisions of the Security Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent, and non-renewal, cancellation and amendment riders providing thirty days’ advance notice to the Collateral Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies be satisfied that the Leverage Ratio shall be no more than 3.00 to 1.00 as of the Merger Agreement and all certificatesA&R Effective Date, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correctcalculated after giving pro forma effect to the Transactions to occur on the A&R Effective Date. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries Credit Parties shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien LoansCredit Agreement, (c) the High Yield Notes and (d) Indebtedness set forth on Schedule 6.01 6.03. (n) The Lenders shall have received the financial statements, certificates and (d) other Indebtedness opinion referred to in an outstanding principal amount Section 3.04, which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to exceed $100,000 the Lenders and otherwise satisfactory in form and substance to the aggregateAdministrative Agent. (o) The Administrative Agent Lenders shall have received a certificate from the chief financial officer projections of Holdings certifying that Holdings and its subsidiariesSubsidiaries for the years 2009 through 2012, on a consolidated basis after giving effect in form and substance satisfactory to the Transactions to occur on the Closing Date, are solventAdministrative Agent. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or, (to the knowledge of any of the Credit Parties) threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Lenders shall be satisfied that the Transactions will not violate (i) any provision of law, statute, rule or regulation applicable to the Credit Parties or the articles of organization or other constitutive documents of the Credit Parties or any order of any governmental authority or (ii) any provision of any indenture or other material instrument or agreement to which any Credit Party is a party or by which any of them or any of their property is bound. (r) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (qs) The Administrative Agent shall be satisfied that the Lenders under the Original Second Lien Credit Agreement have received a certificatebeen, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans will be on the Closing Date shall A&R Effective Date, paid in full all amounts required to be deemed paid to constitute a representation and warranty them by the Borrower and Holdings on such date as Borrowers pursuant to the matters specified in paragraphs (b) of this Article IVSection 2.01(d).

Conditions of Lending. The obligations obligation of the Lenders Lender to make Loans hereunder on the Closing Date are Loan is subject to the accuracy of all representations and warranties herein contained, to the performance by the Local Government Unit of its agreements to be performed hereunder, and to the satisfaction of the following further conditions: (a) The Administrative Agent Local Government Unit shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations be in compliance with all terms and warranties conditions set forth in Sections 3.01herein, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default and no conditions, lapse of time, or both, which would constitute an Event of Default, shall have occurred and be continuing.continuing or shall exist; (db) The Administrative Agent Concurrently with the execution and delivery of this Agreement and the Notes, the Local Government Unit shall have received, on behalf of itself and also furnished to the Lenders, a written opinion of Lender (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings certified copies of the Ordinance and the Borrowerapproval of the Department of Community and Economic Development for the issuance of said Notes, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPthe executed Notes, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature evidence of the Secretary or Assistant Secretary executing authority of each person who has signed this Agreement, the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date Notes and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent certificates on behalf of the Secured Parties shall have been granted a security interest in the Collateral Local Government Unit, (iv) an opinion of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security DocumentsLocal Government Unit's solicitor, in form and substance satisfactory to the LendersLender, relating as to each all matters incident to the transactions herein contemplated which the Lender may reasonably request pursuant to the terms of its Purchase Proposal, (v) a copy of the Mortgaged Properties shall have been duly executed by IRS Form 8038-G and proof of filing of the parties thereto and delivered to same, in respect of the Collateral Agent and shall be in full force and effectSeries A Note, (iivi) each an opinion of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insuredNote Counsel, in form and substance satisfactory to the Administrative Agent.Lender, as to all matters incident to the transactions herein contemplated which the Lender may reasonably request, (vii) a certification from the Local Government Unit as to its compliance with the debt limitations under the Debt Act, and as to all matters incident to the transaction herein contemplated which the Lender may reasonably request; and (lc) The Acquisition All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be in form and substance satisfactory to the Lender, and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent Lender shall have received all such counterparts, originals or certified or other copies of the Merger Agreement such documents or proceedings in connection with such transactions, in form and all certificatessubstance as to certification and otherwise, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and Lender, as the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateLender may reasonably request. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such the Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed at or prior to the time of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 I-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4(d), substantially to the effect set forth in Exhibit F-2I-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (C) below, (C) that attached thereto is a true and complete copy of a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other similar official), (D) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BE) below, (BE) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, effect and (DF) as to the incumbency and specimen signature of each officer executing this Agreement and any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (iii) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (i) The Administrative Agent shall have received (i) an annual Reserve Report (as described in the definition of such term) for the fiscal year ended December 31, 2005 and (ii) a semi-annual Reserve Report (as so described) for the fiscal period ended June 30, 2006, setting forth, among other things, the information required under Section 5.04(d). (j) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hk) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. Certificates representing such Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and Foreign Pledged Collateral (to the extent certificated), in each case accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the collateral agent under the First Lien Facilities (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent) (or in the case of any uncertificated Foreign Pledged Collateral, arrangements consistent with applicable local law and reasonably satisfactory to the Collateral Agent in respect thereof shall have been implemented). (il) The Collateral Agent shall have received a Perfection Certificate with respect to the Borrower and the other Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and the other Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (jm) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided effect on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.Borrower and Collateral Agent shall reasonably agree),

Conditions of Lending. The obligations of the Lenders to make Loans as part of any Borrowing hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed on or prior to the date of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & B▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ G▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2D-1 and (ii) J▇▇▇▇ Day, substantially to the effect set forth in Exhibit D-2, in each case (Ai) dated the Closing Date, (Bii) addressed to the Administrative Agent and the Lenders, Lenders and (Ciii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters related to this Agreement, the other Loan Documents and the Transactions shall be satisfactory to the Lenders and to the Administrative Agent and, to the extent previously requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Section 326 of the USA Patriot Act. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) comparable document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on copy certified by the certificate Secretary of legal existence or good standing (or equivalent) or state certified copies of such documents State furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with satisfaction of the conditions precedent set forth in paragraph paragraphs (b) of this Article IV as of the Closing Dateand (c) above and paragraph (i) below. (gh) The Administrative Agent shall have received all fees Administrative Agent Fees and other amounts due and payable on or prior to the Closing Datedate of the initial borrowing hereunder, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto Guarantee and Collateral Requirement shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Documentsatisfied. (ij) The Collateral Administrative Agent shall have received a Perfection Certificate with copy of the Bank of America Intercreditor Agreement and the IDB Intercreditor Agreement, executed by each of the parties thereto, and copies, certified by a Financial Officer, of the Bank of America Agreement and the IDB Agreement and all guarantee and security documentation related to each such agreement, all as in effect on the date hereof and on the Closing Date (and none of the foregoing shall have been amended or modified in a manner adverse in any material respect to the Loan Parties dated rights or interests of the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and Lenders). (k) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which specified by the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection CertificateCollateral Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be are permitted under Section 6.02 6.08 or have been or will be contemporaneously released or terminated. (jl) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties The Collateral Agent shall have been received a Perfection Certificate dated the Closing Date and duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds a Responsible Officer of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (km) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (ln) The Acquisition Administrative Agent shall have received one or more environmental assessment reports, in form and substance and from an independent environmental assessment firm satisfactory to the Agent, and the other Transactions Agent shall be consummated substantially simultaneously reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and the Subsidiaries may be subject after giving effect to the Transactions, and with the initial funding plans of the Borrower or such subsidiaries with respect thereto. (o) The Lenders shall have received the audited and unaudited financial statements and reports referred to in Section 3.05, which financial statements and reports shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (p) The Borrower shall have in effect credit ratings of the Loans from each of S&P and M▇▇▇▇’▇. (q) All requisite Governmental Authorities shall have approved or consented to the Transactions to the extent required by applicable law or regulation, all applicable appeal periods shall have expired and there shall not be any pending or, to the knowledge of the Borrower, threatened litigation or governmental, administrative or judicial action that could reasonably be expected to prevent or impose materially burdensome conditions on the Closing Date Transactions or to result in a Material Adverse Effect. (r) The Paramount Acquisition shall have been consummated in accordance with applicable law and on the terms in this Agreement and subject to the conditions set forth in the Merger Paramount Purchase Agreement (without giving effect to any amendment, waiver or modification of such terms or waiver thereof conditions that is materially adverse to could adversely affect the creditworthiness of the Borrower or the rights or interests of the Lenders (as reasonably determined and that shall not have been approved by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correctRequired Lenders. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (qs) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the CompanyBorrower, certifying confirming that not less the Transactions that are to occur on or prior to the date of such Borrowing shall have been completed in a manner and on terms consistent with the schedules of sources and uses of funds and the financial projections heretofore furnished to the Lenders, and after giving effect to such Transactions, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred stock other than $10,000,000 (i) the Loans hereunder and (ii) the Indebtedness listed on Schedule 6.01. (t) In the case of the borrowing under the E▇▇▇▇▇▇▇▇ Facility, the E▇▇▇▇▇▇▇▇ Acquisition shall have been consummated in aggregate cash liquidity is accordance with applicable law and on the terms and subject to the conditions set forth in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, E▇▇▇▇▇▇▇▇ Purchase Agreement without giving effect to any waiver or modification of such terms or conditions that could adversely affect the creditworthiness of the Borrower or the rights or interests of the Lenders and that shall not include financing in whole or in part any Permitted Acquisition)have been approved by the Required Lenders. (u) The Administrative Agent shall be satisfied that, including planned Capital Expendituresand the Administrative Agent shall have received a certificate, during dated the period from Closing Date and signed by a Responsible Officer of the Borrower, confirming that the ratio of Total Debt of the Borrower and the Restricted Subsidiaries on a consolidated basis on the Closing Date to the first anniversary Borrower’s consolidated pro forma EBITDA for the four-fiscal quarter period most recently ended prior to the Closing Date (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, giving pro forma effect to the Transactions as if they had occurred at the beginning of such four-fiscal quarter period) shall be no more than 2.5 to 1.0. (v) The Agent shall have received a certificate from the Chief Financial Officer of the Closing Date. Borrower, in form and substance satisfactory to the Administrative Agent, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (w) The Borrowing Administrative Agent shall have received a copy of the Loans (i) H▇▇▇▇ Consent and Agreement and (ii) Paramount Consent and Agreement, in each case executed by each of the parties thereto, and all related documentation, all as in effect on the date hereof and on the Closing Date (and none of the foregoing shall be deemed to constitute have been amended or modified in a representation and warranty by the Borrower and Holdings on such date as manner adverse in any material respect to the matters specified rights or interests of the Lenders). (x) The Administrative Agent shall have received a copy of the Subordination Agreement, executed by each of the parties thereto, as in paragraphs effect on the date hereof and on the Closing Date (b) and none of this Article IVthe foregoing shall have been amended or modified in a manner adverse in any material respect to the rights or interests of the Lenders).

Conditions of Lending. The obligations of the Lenders to make Loans and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions:conditions on the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.032.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Finance Document shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such LoansCredit Event, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings Parent on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make the Term Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of the Borrowing of such Loans with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At at the time of and immediately after the making Borrowing of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (fc) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer the chief executive or the chief financial officer of each of Parent and the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date). (gd) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or PDF transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies (or facsimile or PDF copies) of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.04(e) payable to each such requesting Lender. (e) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by its Secretary, Assistant Secretary or authorized manager, director or partner, which shall (A) certify the resolutions of its Board of Directors, Board of Managers, members, partners or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers or managers of such Loan Party authorized to sign (and who will be signing) the Loan Documents to which it is a party and (C) have attached the certificate or articles of incorporation, formation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws, memorandum and articles of association or operating, management or partnership agreement; and (ii) a long form certificate of good standing, status or compliance, as applicable, for each Loan Party from its jurisdiction of organization (to the extent such concept is relevant or applicable in such jurisdiction). (f) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit F-1, (ii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC, Ohio counsel for the Borrower, substantially in the form of Exhibit F-2, (iii) ▇▇▇▇▇▇▇ & Gage LLP, Missouri counsel for the Borrower, substantially in the form of Exhibit F-3 and (iv) ▇▇▇▇▇ and ▇▇▇▇▇ LLP, Texas counsel for the Borrower, substantially in the form of Exhibit F-4. (g) The Lenders and the Administrative Agent shall have received all fees Fees and other amounts due required to be paid, and payable reimbursement of all expenses required to be reimbursed and for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel), on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where material assets of the Loan Parties are located, and such search report shall reveal no liens on any of the material assets of the Loan Parties except for Permitted Liens or discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent. (i) Other than the redemption of any Senior Secured Notes and Existing Senior Notes subject to a redemption notice under the respective indenture governing such notes, the Refinancing shall have been consummated or shall be consummated substantially contemporaneously with the making of the Term Loans on the Closing Date and all Liens under the Senior Secured Notes shall have been terminated concurrently with such Refinancing and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (j) The Intercreditor Agreement shall have been amended in form and substance reasonably satisfactory to the Administrative Agent, and such amendment shall have been duly executed and delivered by each Loan Party that is to be a party thereto thereto, and shall be in full force and effect effect. (k) Each document (including any UCC financing statement but excluding any Mortgages) required by the Security Documents or under law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Agents, the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (other than the rights of persons pursuant to Permitted Liens and, with respect to the Revolving Facility First Lien Collateral, the Revolving Facility Secured Parties), shall be in proper form for filing, registration or recordation. (l) The Administrative Agent shall have received evidence of insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the applicable terms of the Guarantee and Collateral Agreement and Section 5.02 of this Agreement. (m) The Lenders shall have received, at least five days prior to the Closing Date. The Collateral Agent on behalf of , all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security DocumentUSA PATRIOT Act. (in) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer an officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the any Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 a Permitted Lien or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings Parent certifying that Holdings Parent and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans advances hereunder on the Closing Date are subject to the satisfaction of the following conditionsconditions on the Closing Date: (a) The Administrative Agent shall have received executed counterparts of this Agreement by each party hereto, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, and a notice promissory note executed by the Borrower in favor of such Borrowing as required by each Lender requesting a promissory note pursuant to Section 2.032.05(e). (b) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. (ic) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date date, in which case they shall be true and (ii) the condition relating to the accuracy correct in all material respects as of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedsuch earlier date. (cd) At the time of and immediately after the making of such Loansthe Loan, no Default or Event of Default shall have occurred and be continuing. (de) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written an opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to counsel for the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent Agent, the Lead Arranger and the Lenders, and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents Administrative Agent, the Lead Arranger and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsLenders. (ef) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Partyof the Borrower and its Domestic Subsidiaries, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party such Person as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower and its Domestic Subsidiaries dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party the Borrower and the Domestic Subsidiaries authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party Person have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan PartyPerson; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (bc) and (d) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, including reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. Document (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto including fees, disbursements and shall be in full force other charges of counsel for the Administrative Agent, the Lead Arranger and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security DocumentLenders). (i) The Collateral Agent shall have received a Perfection Certificate with respect results of legal, environmental, financial, tax and accounting due diligence relating to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings Acquired Business and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and Transactions shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (lj) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans the Loan on the Closing Date in accordance with applicable law and on the terms in this Agreement and described in the Merger Purchase Agreement, and no provision or condition of the Purchase Agreement (without any amendmentshall have been waived, modification amended, supplemented or waiver thereof otherwise modified in a manner that is materially adverse in any material respect to the interests of the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). Each of the parties to the Purchase Agreement shall have complied in all material respects with all covenants set forth therein and to be complied by it on or prior to the Closing Date, and the Acquisition shall have been consummated in accordance with the terms thereof without any amendment to the terms thereof that is material and adverse to the interests of the Lenders that has not been consented to by the Lead Arranger. The Administrative Agent and the Lenders shall have received copies of the Merger Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (mk) The Borrower shall not be in breach of the terms of the engagement letter entered between the Borrower and the Lead Arranger with respect to the issuance of (i) a combination of unsecured senior notes and (ii) common and/or preferred equity securities, in each case in connection with the refinancing of the Loans. (l) The Equity Contribution Issuance shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrowermade. (nm) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after After giving effect to the Transactions and the other transactions contemplated hereby, HoldingsTransactions, the Borrower and the its Subsidiaries shall have outstanding no Indebtedness or preferred stock Disqualified Stock other than (ai) Indebtedness outstanding under the Loan Documents as defined in this Agreement, (bii) Indebtedness listed on Schedule 6.01(if any), and (iii) the First Lien Loansamounts outstanding under the Existing Senior Credit Agreement and the Existing Notes, and (civ) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 described in the aggregateBorrower’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2006. (n) The Administrative Agent shall have been satisfied with the waiver of the Existing Senior Credit Agreement permitting the transactions contemplated hereunder and a copy of such waiver shall be certified on behalf of the Borrower by a Responsible Officer. (o) The Administrative Agent shall have received a certificate from the chief financial officer (or officer with reasonably equivalent responsibilities) of Holdings the Borrower certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on each Loan Party is Solvent as of the Closing Date, are solvent. (p) The Lenders shall have receivedreceived from the Loan Parties, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) At least five (5) Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target as of and for the fiscal years ended October 31, 2004, October 31, 2005 and October 31, 2006 and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target as of and for the fiscal nine-month periods ended July 31, 2005 and July 31, 2006, all (A) prepared in accordance with Regulation S-X and (B) shall not be materially adversely inconsistent with the information provided by or on behalf of the Borrower to the Administrative Agent or the Lead Arranger on or prior to October 25, 2006. (r) The Administrative Agent and the Lenders shall have received (i) forecasts, each in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for (A) each quarter for the first four quarters following the Closing Date and (B) each year commencing with the first fiscal year following the Closing Date until Maturity Date, and (ii) evidence that Consolidated EBITDA of the Target and its subsidiaries for the fiscal twelve-month period ended October 31, 2006 was not less than $46,000,000. (s) None of the (i) information and data (excluding financial projections) that have been made available by or on behalf of the Borrower (whether prior to or on or after October 25, 2006) in connection with the Transactions and (b) all financial projections concerning the Borrower, its Subsidiaries, the Target and the Transactions that have been made by or on behalf of the Borrower and that have been made available to the Administrative Agent, the Lead Arranger or the Lenders in connection with the Transactions shall be misleading or incorrect in any material respect taken as a whole, in light of the circumstances under which such statements were made. (t) No event or condition shall have occurred or shall have become known that in the Administrative Agent and the Lenders’ judgment (i) could reasonably be expected to result in a failure to satisfy any condition of their respective obligations hereunder or (ii) has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2005, in the case of the Borrower, and since October 31, 2005 (after giving effect to the Transactions), with respect to the Target. (u) (i) All governmental, regulatory, shareholder and third party approvals necessary in connection with the Transactions shall have been obtained and be in full force and effect (without the imposition of any conditions that are not acceptable to the Lenders) and the Administrative Agent and the Lenders shall have received copies, certified by a Responsible Officer of the Borrower, of all filings made with any Governmental Authority in connection with the Transactions, (ii) all applicable waiting periods in connection with the Transactions shall have expired without any action taken by any Governmental Authority, and (iii) no law or regulation shall be applicable in the judgment of the Lenders, except, in any of the conditions set out in clauses (i), (ii) or (iii), where failure of such condition to be met would not reasonably be expected to restrain, prevent, or impose materially adverse conditions upon the Transactions. (v) There shall not be any pending or threatened action, investigation, litigation or other proceedings (private or governmental) with respect to any of the Transactions that could reasonably be expected to have a material adverse effect on (i) the business, operations, condition (whether financial or otherwise), liabilities (contingent or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole and after giving effect to the Transactions, or on any aspect of the Transactions, (ii) the ability of the Loan Parties to perform their obligations under the Loan Documents or (iii) the rights and remedies of the Lenders under the Loan Documents. (w) The Administrative Agent shall have received a certificatesuch other approvals, dated opinions or documents as any Lender, acting through the Closing Date and signed by a Responsible Officer of the CompanyAdministrative Agent, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IVmay reasonably request.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions:: On or prior to the date of the Borrowing (such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed at or prior to the time of the Borrowing, and at the time of and immediately after the making of such LoansCredit Event, no Event of Default or Event of Default shall have occurred and be continuing (d) The Administrative Agent and the Lenders shall not have discovered or otherwise have become aware of any information not previously disclosed to them that is inconsistent in a material and adverse manner with their understanding, based on the information provided to them prior to the Closing Date, of the business, assets, operations, conditions (financial or otherwise) or prospects of the Borrower and its Subsidiaries, as a whole. (de) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case D (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents this Agreement and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinionsopinion. (ef) All legal matters incident to this Agreement and the Borrowing hereunder shall be satisfactory to the Lenders and to the Administrative Agent. (g) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Partythe Borrower, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party the Borrower as of a recent date, from such Secretary of StateState (or other similar official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party the Borrower authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Partyherewith; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fh) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gi) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (j) The Administrative Agent shall have received a copy of the most recent Reserve Report delivered pursuant to the Existing Credit Agreement. (k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Documenthereunder. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (kl) The Administrative Agent shall have received a copy ofcertificate, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on dated the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined signed by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings the Borrower, certifying that Holdings the Borrower and its subsidiariesSubsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing DateTransactions, are solvent. (pm) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received from (i) each party hereto (A) a notice counterpart of this Agreement signed on behalf of such Borrowing as required by Section 2.03party or (B) written evidence reasonably satisfactory to the Agent (which may include a facsimile or other electronic imaging transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) each party to the Intercreditor Agreement (A) a counterpart of the Intercreditor Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Agent (which may include a facsimile or other electronic imaging transmission of a signed signature page of the Intercreditor Agreement) that such party has signed a counterpart of the Intercreditor Agreement. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing date of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such the Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf received written opinions of itself and the Lenders, a written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2G, in each case (A) dated the Closing Date, Effective Date and (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent All legal matters incidental to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as be reasonably satisfactory to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date Lenders and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveAgent. (f) The Administrative Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (g) The Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c), (i), (n), (o) and (s) of this Article IV as of the Closing DateArticle. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral and Guarantee Requirement shall have been satisfied and the Agent shall have received a completed Perfection Certificate with respect to the Loan Parties dated the Closing Effective Date and duly executed signed by a Responsible an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of searches of (A) Uniform Commercial Code financing statements on file with the Secretary of State of the State of Delaware in the case of Holdings and the Borrower, Borrower and shall have received with the results Secretary of a search State of the State of New York in the case of the Parent and (B) real estate filings and Uniform Commercial Code filings (or equivalent filings) made financing statements on file with respect to the Loan Parties in various recording districts of the states (or other jurisdictions) State of formation of such persons, Alaska in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain propertyMortgaged Properties are situated, in each case as indicated on such Perfection Certificate, together with copies of the such financing statements (or similar documents) and real estate filings disclosed by such search, searches and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any by such financing statement (or similar document) would be statements and real estate filings are permitted under by Section 6.02 or have been or will be contemporaneously simultaneously released or terminated. (j) Except for approvals identified in the Parent Undertaking as otherwise specifically contemplated hereunder or by to be obtained after the Security DocumentsEffective Date, (i) the Agent shall have received evidence that the Borrower and each applicable Subsidiary is qualified to own oil, gas and mineral leases and/or rights-of-way on Federal public lands and State lands in the State of Alaska, in accordance with all applicable laws, rules, regulations and orders of the Security Documents, in form Federal Bureau of Land Management and substance satisfactory to the Lenders, relating to each all applicable Governmental Authorities of the Mortgaged Properties shall have been duly executed by State of Alaska (including the parties thereto Division of Oil and delivered to Gas within the Collateral Agent and shall be in full force and effect, (ii) each State of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds Alaska Department of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(cNatural Resources); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents5.02, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (l) The Acquisition Intercompany Services Agreement, the Tax Sharing Agreements and the other Transactions Parent Undertaking shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law full force and on the terms in this Agreement and effect in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, form certified by a Financial Officer as being complete and correctResponsible Officer. (m) The Equity Contribution Agent shall have been made received a final version of the Environmental and Safety Audit dated as of February 23-26, 2006 prepared by the Parent and the Administrative Agent shall be satisfied with the capitalization and structure related Status Report dated as of Holdings and the BorrowerJune 8, 2006. (n) All principal, premium, if any, interest, fees The Hedging Agreements set forth on Schedule 1.01(a) shall be in full force and other amounts due or outstanding under the Existing Debt effect and shall have beenthe effect of establishing minimum fixed prices or floors on a notional volume of crude oil and natural gas, or substantially simultaneously with calculated separately, equal to approximately 75% of Anticipated Production thereof that is not subject to fixed price contracts for each month in the initial funding period through and including the third anniversary of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Effective Date. (o) Immediately after giving effect to the Transactions and to occur on or prior to the other transactions contemplated herebyEffective Date, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien LoansCredit Agreement, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateHedging Agreements set forth on Schedule 1.01. (op) The Administrative Lenders shall have received the financial statements referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of Holdings and its subsidiaries from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders in the Confidential Information Memorandum. (q) The Lenders shall have received the Reserve Report referred to in Section 3.05, and such Reserve Report shall not be materially inconsistent with the versions thereof previously provided to the Lenders. (r) The Agent shall have received a solvency certificate from a Financial Officer of Holdings, substantially in the chief financial officer form set forth on Exhibit H, confirming the solvency of Holdings certifying that Holdings and its subsidiaries, subsidiaries on a consolidated basis after giving effect to the Transactions to occur on the Closing Effective Date, are solvent. (ps) Except for approvals identified in the Parent Undertaking as to be obtained after the Effective Date, all material requisite Governmental Authorities and third parties shall have approved or consented to the transfer of the Business to the Borrower and the Subsidiaries, the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (t) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing making of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by Holdings and the Borrower and Holdings on such the date of their making as to the matters specified in paragraphs (b) of this Article IVArticle.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing Request as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such datethe Closing Date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrowers and each other Credit Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after the making of such LoansBorrowing, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself themselves and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, substantially to the effect set forth in Exhibit F-2E, in each case which opinion shall (Ai) be dated the Closing Date, (Bii) be addressed to the Administrative Agent Lenders and the LendersAdministrative Agent, and (Ciii) covering cover such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower . The Borrowers hereby request such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Credit Party, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Credit Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Credit Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Credit Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Credit Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, Borrowers confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c), (l) and (m) of this Article IV as of the Closing DateArticle. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder or under any other Loan Document. (hi) The Security Collateral Documents shall have been duly executed by each Loan Party Person that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Collateral Document. (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received (i) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Credit Parties in the states States (or other jurisdictions) of formation of such personsPersons, in which the chief executive office of each such person Person is located and in the other jurisdictions in which such persons Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 6.07 or have been or will be contemporaneously released or terminated. terminated and (jii) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each bailee letters in favor of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject with respect to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds material leased properties of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13Parties. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 5.04 and the applicable provisions of the Security Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent, and non-renewal, cancellation and amendment riders providing thirty days’ advance notice to the Collateral Agent. (l) The Acquisition and the other Transactions Administrative Agent shall be consummated substantially simultaneously with satisfied that the initial funding Leverage Ratio shall be no more than 5.00 to 1.00 as of Loans June 30, 2004, calculated after giving pro forma effect to the Transactions to occur on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correctDate. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries Credit Parties shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien LoansCredit Agreement, (c) the High Yield Notes and (d) Indebtedness set forth on Schedule 6.01 6.03. (n) The Lenders shall have received the financial statements, certificates and (d) other Indebtedness opinion referred to in an outstanding principal amount Section 3.04, which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to exceed $100,000 in the aggregateLenders. (o) The Administrative Agent Lenders shall have received a certificate from the chief financial officer projections of Holdings certifying that Holdings and its subsidiariesSubsidiaries for the years 2004 through 2006, on a consolidated basis after giving effect in form and substance satisfactory to the Transactions to occur on the Closing Date, are solventAdministrative Agent. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Lenders shall be satisfied that the Transactions will not violate (i) any provision of law, statute, rule or regulation applicable to the Credit Parties or the articles of organization or other constitutive documents of the Credit Parties or any order of any governmental authority or (ii) any provision of any indenture or other material instrument or agreement to which any Credit Party is a party or by which any of them or any of their property is bound. (r) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditionsconditions on the Closing Date: (a) The Administrative Agent Lenders shall have received a notice of such Borrowing Loan as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date date, in which case they shall be true and (ii) the condition relating to the accuracy correct in all material respects as of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedsuch earlier date. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent Lenders shall have received, on behalf of itself and the Lenders, a written received an opinion of (i) WeilChamberlain, Gotshal Hrdlicka, White & ▇▇▇▇▇▇ LLP▇, counsel for Holdings and the BorrowerLoan Parties, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating in form and substance reasonably satisfactory to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinionsLenders. (e) The Administrative Agent Lenders shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or equivalentlimited liability company) agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent Lenders shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (g) The Administrative Agent Lenders shall have received all fees Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, including reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is results of the Lenders legal, financial, tax and accounting due diligence relating to be a party thereto the Borrower, its Subsidiaries, the Acquired Business and the Transactions shall be in full force and effect on satisfactory to the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security DocumentLenders. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the BorrowerLenders shall, and shall have received the results of a search searches of the Uniform Commercial Code Code, United States Patent and Trademark Office and United States Copyright Office, tax, judgment, bankruptcy and pending lawsuit filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located Borrower and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificateits Subsidiaries, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent Lenders that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance The Lenders shall have received evidence satisfactory to the Lenders, relating it that all insurance required to each of the Mortgaged Properties shall have been duly executed be maintained by the parties thereto and delivered to the Collateral Agent and shall be Section 5.02 is in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and described in the Merger Stock Purchase Agreement, and no provision or condition of the Stock Purchase Agreement (without any amendmentshall have been waived, modification amended, supplemented or waiver thereof otherwise modified in a manner that is materially adverse in any material respect to the interests of the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent)Lenders. The Administrative Agent Lenders shall have received copies of the Merger Stock Purchase Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (ml) The Equity Contribution Senior Credit Agreement shall have been made executed and delivered by the Administrative Agent parties thereto, the conditions thereunder shall be satisfied with the capitalization and structure of Holdings and the BorrowerBorrower shall have received gross cash proceeds of not less than $100,000,000 from the borrowing of loans under the Senior Credit Agreement. (nm) All principal, premium, if any, interest, fees and other amounts due or outstanding with respect of the Existing Debt and the term loan facility under the Existing Debt Credit Agreement shall have been, been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be, ) paid in full, the all commitments thereunder (if any) in respect thereof terminated and all guarantees (if any) thereof and security in support thereof (if any) therefore discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after After giving effect to the Transactions and the other transactions contemplated hereby, HoldingsTransactions, the Borrower and the its Subsidiaries shall have outstanding no Indebtedness indebtedness or preferred stock Disqualified Stock other than (ai) Indebtedness outstanding under this Agreementthe Loan Documents, (b) the First Lien Loans, (cii) Indebtedness set forth listed on Schedule 6.01 and (diii) other Indebtedness in an outstanding principal amount not the revolving credit facility under the Existing Credit Agreement. (n) The Lenders shall have been satisfied with the amendment to exceed $100,000 in the aggregateExisting Credit Agreement permitting the transactions contemplated hereunder and a copy of such amendment shall be certified on behalf of the Borrower by a Responsible Officer. (o) The Administrative Agent Lenders shall have received a certificate from the chief financial officer (or officer with reasonably equivalent responsibilities) of Holdings the Borrower certifying that Holdings the Borrower and its subsidiariesSubsidiaries, on a consolidated basis after giving effect to the Transactions to occur on Transactions, are Solvent as of the Closing Date, are solvent. (p) The Lenders shall have receivedreceived from the Loan Parties, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent Lenders shall have received a certificateaudited consolidated balance sheets and related statements of income, dated stockholders’ equity and cash flows (i) as of and for the Closing Date fiscal year ended December 31, 2005 and signed by a Responsible Officer (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the CompanyBorrower as of and for the fiscal quarters ended after March 31, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which2006 and June 30, for greater certainty2006, shall not include financing in whole or in part any Permitted Acquisition)and each fiscal month ended after June 30, including planned Capital Expenditures, during the period from the Closing Date 2006 and at least 30 days prior to the first anniversary of the Closing Date. The Borrowing , all certified by one of the Loans on Borrower’s Financial Officers as fairly presenting in all material respects the Closing Date shall be deemed to constitute a representation financial condition and warranty by results of operations of the Borrower and Holdings its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes. (r) The Lenders shall have received an unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal year ended December 31, 2005, the fiscal quarter ended June 30, 2006 and the twelve month period ended June 30, 2006, prepared after giving effect to the Transactions as if the Transactions had occurred, with respect to such balance sheet, as of such date as and, with respect to such other financial statements, at the matters specified beginning of such period. (s) All material governmental and third party approvals necessary in paragraphs connection with the Transactions shall have been obtained and be in full force and effect. (bt) There shall not be any pending or threatened litigation or other proceedings (private or governmental) with respect to any of this Article IVthe Transactions. (u) The board of directors of the Borrower shall include at least one member designated by Avista Capital Partners, L.P.

Conditions of Lending. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions:conditions on the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.032.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such LoansCredit Event, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions: SECTION 4.01. ALL CREDIT EVENTS. On the date of each Borrowing, including each Borrowing in which Loans are refinanced with new Loans as contemplated by Section 2.02(f), and on the date of each issuance of a Letter of Credit (each such event being called a "CREDIT EVENT"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.21(b), or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) (i) The representations and warranties set forth in Article III that are qualified as to materiality (except, in the case of a refinancing that does not increase the aggregate principal amount of Loans outstanding, the representations set forth in Sections 3.013.06 and 3.09) shall be true and correct in all respects and the representations and warranties set forth in Article III that are not so qualified (except, 3.02in the case of a refinancing that does not increase the aggregate principal amount of Loans outstanding, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (jthe representations set forth in Sections 3.06 and 3.09) below) and 3.24 shall be true and correct in all material respects respects, in each case, on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of date, in which case the representations and warranties of the Company in the Merger Agreement that are qualified as are material to the interests of the Lenders materiality and that expressly relate to an earlier date shall have been satisfiedtrue and correct in all respects as of such earlier date and the representations and warranties that are not so qualified and that expressly relate to an earlier date shall have been true and correct in all material respects as of such earlier date. (c) At The Borrowers and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after the making of such LoansCredit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by FRD and each Borrower on the Borrower and Holdings on date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IVSection 4.01.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing Request as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the in which case such representations and warranties shall be true and correct in all material respects as of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedsuch earlier date). (c) At the time of and immediately after the making of such Loans, the Loans no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & Akin Gump ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, substantially special counsel for the Borrower, on or prior to the effect set forth Closing Date in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (ef) The Administrative Agent shall have received (i) a copy of in the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing case of each Loan Party as each of a recent date, from such Secretary of State; the items referred to in clauses (i) and (ii) below: (i) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (D) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such Person, threatening the existence of such Loan Party; and and (iiiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.; and (fiii) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer copy of the Borrowerarticles of incorporation or limited liability agreement (or other equivalent governing documents), confirming compliance with including all amendments thereto, of each Loan Party (A) in the conditions precedent set forth in paragraph case of a corporation, certified as of a recent date by the Secretary of State (bor other similar official) of this Article IV the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the Closing Date.case of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party (g) The Lenders shall have received a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent Agent, signed by the Chief Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Agreement. (h) The Agents shall have received all fees and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Borrower Loan Parties hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations obligation of the Lenders each Lender to make its Loans hereunder on the Closing Date are is subject to the satisfaction of the following conditionsconditions on the Closing Date: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of the Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent Agents shall have received, on behalf of itself themselves and the Lenders, a favorable written opinion of (i) Weil, Gotshal & Glen▇ ▇▇▇▇▇▇ LLP, counsel for Holdings and ▇▇neral Counsel of the Borrower, substantially to the effect set forth in Exhibit F-1 and H-1, (ii) Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ LLPunsel for the Borrower, substantially to the effect set forth in Exhibit F-2H-2, and (iii) each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit H-3, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent Agents and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent Agents shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors or stockholders of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) The conditions set forth in Section 6.03(a) of the Merger Agreement (i) The but only with respect to representations and warranties set forth that are material to the interests of the Lenders) shall be satisfied, and the representations and warranties made in Sections 3.01, 3.02, 3.03, 3.113.10, 3.12, 3.19 (subject to paragraph (j) below) 3.11 and 3.24 3.12 and shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedrespects. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing (and for the purpose of this Section “continuing” shall mean not remedied or unwaived). (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a satisfactory written opinion of (i) WeilMilbank, Gotshal Tweed, H▇▇▇▇▇ & ▇M▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 F-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule IV(d), substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) All material legal matters incident to the Loan Documents shall be reasonably satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance in all material respects with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received all fees Administrative Agent Fees and other amounts due and payable on or prior to the Closing DateDate (or be reasonably satisfied that all Administrative Agent Fees and other amounts due and payable will be paid on the Closing Date from the proceeds of the Loans), including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Subject to Section 5.16 or as provided in the Post-Closing Letter Agreement, the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security DocumentDocument (but subject to such Liens permitted by Section 6.02). (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (jk) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effecteffect (including a Mortgage with respect to the Tropicana Las Vegas Property in proper form for recording in the real property records of C▇▇▇▇ County and such other Mortgages as are required to encumber all Mortgaged Properties), (ii) each of such title searches shall indicate that the Mortgaged Properties shall are not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower Collateral Agent has received a commitment from evidence reasonably satisfactory to it that any existing Lien will be released on the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and Closing Date, (iii) each of such Security Documents encumbering Mortgaged Properties shall be in proper form for filing have been filed and recording recorded in the recording office as specified on Schedule 3.19(c); provided that 3.18(c) or shall have been delivered to the extent Administrative Agent in a perfected security interest proper form for filing, recordation or registration (or a lender’s title insurance policy (or a signed pro forma title policy with fully executed closing instructions), in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any assets of a type that cannot be perfected Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith where filed or recorded, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation, (iv) the Collateral Agent shall have received (A) an ALTA extended coverage mortgagee title insurance policy (or a signed pro forma title policy with fully executed closing instructions) (the “Mortgagee Policy”) issued by the Title Company with respect to the Mortgaged Properties listed on Schedule 1.01(b), in an amount not less than to $440,000,000, insuring fee simple title to such Mortgaged Properties vested in the Borrower and insuring the Collateral Agent that such Mortgage creates valid and enforceable first priority mortgage Liens on the Real Property Assets encumbered thereby, which Mortgagee Policy (1) shall include all endorsements requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Mortgagee Policy and (ii) paid (or concurrently with such closing will pay) to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Mortgagee Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the C▇▇▇▇ County real property records, (B) an ALTA/ASCM survey with respect to the Mortgaged Properties in form and substance reasonably satisfactory to the Collateral Agent, (C) an Initial Appraisal showing an “as is” appraised value of the Mortgaged Properties of at least $900,000,000 and otherwise in form and substance satisfactory to the Collateral Agent, (D) a UCC financing statement standard flood hazard determination form (FEMA Form 81-93) which states that no Mortgaged Property is a Flood Hazard Property, (E) a legal opinion with respect to the enforceability of the Mortgages and such other related matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent and (F) such other documents as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with any other surveys, abstracts, FIRREA-compliant appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13Lenders. (kl) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made Merger and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Transactions shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid consummated in fullaccordance with applicable law and on the terms described in the Merger Agreement and all other material related documentation, in each case in the form provided to the Administrative Agent prior to the commencement of the syndication of the Credit Facility (without any amendments, waivers or alterations thereof that are material and adverse to the Lenders unless consented to by the Administrative Agent, such consent not to be unreasonably withheld or delayed), including the making of the Merger Agreement Deposit. (n) OpCo Intermediate, JMBS Casino LLC and Columbia Properties Vicksburg, LLC shall have received gross cash proceeds of not less than $515,000,000 from the Equity Contribution and shall have contributed all such proceeds (other than the approximately $13,250,000 received by JMBS Casino LLC and Columbia Properties Vicksburg, LLC) to OpCo in the form of common equity. (o) The Cash-On-Hand Amount shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date, shall be utilized to pay a portion of the Merger Consideration. (p) The structure and equity ownership of OpCo Intermediate Holdings, OpCo, Holdings, the commitments thereunder terminated Borrower and their respective subsidiaries shall be as set forth in Schedule IV(p) to this Agreement. (q) Columbia Entertainment shall have effected, or substantially simultaneous with the initial funding of Loans on the Closing Date shall effect, the Contribution on terms reasonably satisfactory to the Administrative Agent. (r) OpCo shall have received gross cash proceeds of not less than $960,000,000 from the issuance of the Subordinated Notes. (s) OpCo shall have received gross cash proceeds of not less than $1,530,000,000 from the OpCo Term Facility. The Administrative Agent shall have received copies of the OpCo Credit Agreement (together with all guarantees schedules and security in support thereof discharged exhibits thereto), certified by a Financial Officer as being complete and released, and correct. (t) The Existing Debt Refinancing shall have occurred or the Administrative Agent shall have received evidence reasonably satisfactory evidence thereof. Immediately after giving effect to it that the Transactions and Existing Debt Refinancing will occur on the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateClosing Date. (ou) No stockholder rights plan or “poison pill” shall have been triggered or otherwise become exercisable in connection with the Transactions. (v) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (w) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying Columbia Entertainment to the effect that Holdings each of (i) Holdings, the Borrower and its subsidiariesthe Subsidiary Guarantors under this Agreement, taken together on a consolidated basis and (ii) OpCo Intermediate, the Borrower and the subsidiary guarantors under the OpCo Credit Agreement, taken together on a consolidated basis, in each case after giving effect to the Transactions to occur on and the other Closing DateDate transactions contemplated hereby or thereby, are solvent. (px) (i) All requisite Gaming Authorities, other material Governmental Authorities and other material third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions and (ii) subject to Section 5.16, the requisite Gaming Authorities and third parties shall have approved or consented to the Security Documents, to the extent required. (y) The Borrower shall have established the Escrow Interest Account, which account shall be governed by an account control agreement satisfactory to the Administrative Agent and which shall be funded on the Closing Date with the Escrow Deposit. (z) OpCo Holdings shall have agreed in a written instrument satisfactory to the Administrative Agent (i) not to engage in business activities or incur liabilities other than owning Equity Interests of OpCo Intermediate Holdings and engaging in activities and liabilities incidental thereto, including pledging such owned Equity Interests of OpCo Intermediate Holdings as security for the Loans and (ii) to pay all amounts received as a dividend, distribution or other payment from OpCo or OpCo Intermediate (other than a permitted tax distribution pursuant to the OpCo Credit Agreement or to pay general corporate and overhead expenses incurred in the ordinary course, in each case, solely to the extent permitted in the OpCo Credit Agreement) to Holdings or the Borrower). (aa) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such date Borrowing as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. The obligations obligation of the Lenders Bank to make Loans any Loan hereunder on the Closing Date are is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent Each of Honeywell and HFI shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except delivered to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such LoansBank, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated thereof, certifying(i) the Closing Date and certifying (A) that attached thereto is a true and complete copy resolutions of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board Boards of Directors of such Loan Party Honeywell and HFI authorizing the execution, delivery and performance of this Agreement, (ii)the incumbency and specimen signatures of the Loan Documents to which such person is a party authorized officers of Honeywell and HFI who have signed this Agreement, and, in the case including a certification of the Borrower, Bank's right to continue to rely thereon until it receives notice to the borrowings hereundercontrary, and that the Bank shall not have received any such resolutions notice; (b) the Bank shall have not received notice pursuant to Subsection 3.2 or 3.3 of the request for such Loan from a person authorized to give such notice, as has been modifiedevidenced pursuant to Subsection 10.2; (c) the Bank shall have received an opinion of the General Counsel or Deputy General Counsel of Honeywell or if the Borrower is HFI, rescinded then from the General Counsel or amended and are Deputy General Counsel of HFI, dated as of the date of this Agreement as to the matters referred to in full force and effectclauses (a), (Cb), (d) that and (g) of Section 6; (d) the certificate or articles representations and warranties contained in clauses (a), (b), (f) and (g) of incorporation Section 6 shall be true and correct as of the date of advancement of such Loan Party have not been amended since with the date of the last amendment thereto shown same force and effect as if made on the certificate of legal existence or good standing (or equivalent) or state certified copies and as of such documents furnished pursuant to clause date; (ie) aboveno Event of Default, or event which, with notice and/or lapse of time would become an Event of Default, shall have occurred and (D) as to be continuing or would exist immediately after the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf advancement of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.Loan; (f) The Administrative Agent Bank shall have received a certificate, dated the Closing Date and signed by a Responsible Officer promissory note of the Borrowerrelevant Borrower as required pursuant to Subsection 3.9 hereof, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date.and (g) The Administrative Agent if the Borrower of such Loan is a Subsidiary (other than HFI) of Honeywell, such Borrower shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent Bank an accession agreement in the form of Exhibit B hereto (the "Accession Agreement") agreeing to be bound by the terms and conditions of this Agreement as if it were an original signatory hereto, and the Bank shall have received an opinion of counsel (who may be employed counsel) for Honeywell or such Borrower (who may be an employee of Honeywell or such Borrower) to the effect that such Borrower is (i) duly incorporated and organized, and validly existing under the laws of the jurisdiction of its incorporation, with full corporate power and legal right to borrow the Loan and perform its obligations (as set forth herein and in full force the promissory note evidencing such loan) in connection with such Loan, and effect, (ii) each of such Mortgaged Properties shall not be subject duly authorized to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from execute and deliver the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 Accession Agreement and the applicable provisions promissory note evidencing such Loan. Acceptance of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified Loan by a Financial Officer as being complete and correct. (m) The Equity Contribution Borrower shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by such Borrower (and in the case of a Borrower and Holdings on other than Honeywell or HFI, by Honeywell) that such date as to the matters specified in paragraphs (b) of this Article IVconditions precedent have been met.

Conditions of Lending. The obligations obligation of the Lenders each Lender to make Loans hereunder on the Closing Borrowing Date are is subject to the satisfaction of the following conditions: (a) The On the Borrowing Date, the Administrative Agent shall have received the following (in the case of (i), (ii), (iii) and (iv), each dated the Borrowing Date): (i) an opinion of the General Counsel, an Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Administrative Agent in substantially the form of Exhibit B hereto; (ii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; 25 22 (iv) a certificate signed by an Authorized Officer, confirming compliance with conditions set forth in paragraphs (b) and (c) of this Section; and (v) a notice of such Borrowing Borrowings as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on and as of the Closing Borrowing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy as of the representations and warranties Borrowing Date there shall not have occurred any material adverse change since December 31, 2000, in the business, assets or condition of the Company in the Merger Agreement Borrower and its Subsidiaries, taken as are material to the interests of the Lenders shall have been satisfieda whole. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default No event shall have occurred and be continuing. (d) The Administrative Agent shall have received, continuing on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Borrowing Date, including, to or would result from the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect Borrowings on the Closing Date. The Collateral Agent on behalf Borrowing Date or from (and after giving effect to) the application of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit such Borrowings, which constitutes an Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided Default. The Borrowings on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date the Borrowing Date as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. The obligations of the Additional Lenders to make the Additional Term Loans hereunder on the Closing Restatement Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such the Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed at or prior to the time of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 F-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4(d), substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Restatement Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of certificate, dated the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date Restatement Date and signed by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and Party, certifying that (A) that except as set forth on any schedule attached thereto is thereto, the certificate or articles of incorporation of such Loan Party previously delivered on the Original Closing Date (or such later date on which such person became a true and complete copy Loan Party) have not been amended since the date of such delivery, (B) except as set forth on any schedule attached thereto, the by-laws (or equivalent) of such Loan Party as in effect and delivered on the Original Closing Date and at all times (or such later date on which such person became a Loan Party) have not been amended since a date prior to the date of the resolutions described in clause (B) belowsuch delivery, (BC) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (CD) that attached thereto is a certificate as to the certificate or articles of incorporation good standing of such Loan Party have not been amended since as of a recent date by the date Secretary of State (or other similar official) of the last amendment thereto shown on the certificate jurisdiction of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) aboveits organization, and (DE) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iiiii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (iii) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Restatement Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Restatement Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan DocumentDocument or the Existing Credit Agreement. (hi) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Restatement Date. The , and each document (including Uniform Commercial Code financing statements and modifications to the Mortgages referred to in Section 3.04(a)) required by law or reasonably requested by the Collateral Agent on behalf to be filed, registered or recorded in order to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on, and security interest in, the Collateral (subject to any Liens expressly permitted by Section 6.02) shall have been granted a security interest delivered to the Collateral Agent. The Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and the Foreign Pledged Collateral shall be duly and validly pledged under the Guarantee and Collateral Agreement or the applicable Foreign Pledge Agreement, as the case may be, to the Collateral Agent for the benefit of the type Secured Parties, and priority described certificates representing such Pledged Collateral and Foreign Pledged Collateral (to the extent certificated), in each Security Documentcase accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the Collateral Agent (or in the case of any uncertificated Foreign Pledged Collateral, arrangements consistent with applicable local law and reasonably satisfactory to the Collateral Agent in respect thereof shall have been implemented). (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties certificate, dated the Closing Restatement Date and duly executed signed by a Responsible Officer of Holdings and the Borrower, certifying that, except as set forth on any schedule attached thereto, the information set forth on the Perfection Certificate is complete, correct and shall have received the results of a search accurate as of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13Restatement Date. (k) The Administrative Agent Amendment Agreement shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, become effective in form and substance satisfactory to the Administrative Agentaccordance with its terms. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock Preferred Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (dc) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateExisting Preferred Stock. (om) The Administrative Agent All requisite Governmental Authorities and third parties shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect approved or consented to the Transactions and the other transactions contemplated hereby to occur the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Closing Date, are solventTransactions or the other transactions contemplated hereby. (pn) The Additional Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make the Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of the making of such Loans with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially to the effect set forth in Exhibit F-2H-1, and (ii) each local counsel listed on Schedule 4.01, substantially to the effect set forth in Exhibit H-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such requests each of its counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) bylaws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Security Documents shall have been duly executed by the Borrower, each Loan Party that is to be a party thereto and, in the case of the Pledge Agreement, Parent, and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions Redemption shall be consummated have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with applicable law and on the terms in this Redemption Agreement and in the Merger Agreement (applicable law, without giving effect to any amendment, modification or waiver thereof that is materially adverse to the interests of the Lenders (as reasonably determined of any terms or conditions of the Redemption Agreement unless otherwise approved by the Administrative Agent) without the prior written consent of the Administrative Agent)Required Lenders. The Administrative Agent shall have received copies of the Merger Redemption Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) Agreement and the First Lien Loans, Credit Agreement and (cb) Indebtedness set forth on Schedule 6.01 6.01. (n) The Lenders shall have received the financial statements and (d) other Indebtedness opinion referred to in an outstanding principal amount not to exceed $100,000 in the aggregateSection 3.05. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings the Borrower certifying that Holdings the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Lenders shall have received, to the extent reasonably requested, at least five Business Days days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make acquire and maintain Loans hereunder on the Closing Restatement Effective Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing Request as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedRestatement Effective Date. (c) At the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal O’Melveny & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 form and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed substance reasonably satisfactory to the Administrative Agent and (ii) local and other special U.S. and/or foreign counsel reasonably satisfactory to the LendersAdministrative Agent as specified on Schedule 4.02(e), in each case in form and (C) substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Second Lien Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (ef) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Second Lien Loan Documents shall be reasonably satisfactory to the Administrative Agent and to the Lenders on the Restatement Effective Date. (g) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Restatement Effective Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Second Lien Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Restatement Effective Date, (C) that the certificate or articles of incorporation or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Second Lien Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; and ; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent and the Lenders on the Restatement Effective Date may reasonably request (including without limitation, tax identification numbers and addresses and a Reaffirmation Agreement, substantially in the form of Exhibit J hereto, executed and delivered by each Loan Party). (fh) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrowerattachments contemplated thereby, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filingsequivalent) filings made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which jurisdictions contemplated by the chief executive office of each such person is located Perfection Certificate and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, search and accompanied by evidence reasonably satisfactory to the Collateral Administrative Agent that the Liens indicated in any by such financing statement statements (or similar documentdocuments) would be are permitted under by Section 6.02 or have been released. (i) The elements of the Acquisition contemplated to be consummated on the Closing Date shall have been consummated simultaneously with or will be contemporaneously released or terminatedimmediately following the closing under the Existing Credit Agreement in accordance with applicable law in all material respects and the terms and conditions of the Acquisition as set forth in the Transaction Documents. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each SkyTerra shall own 50% of the Security Documents, in form and substance satisfactory to the Lenders, relating to each Class A units of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent Borrower and shall be in full force the managing member of the Borrower, and effect, (ii) each the remaining Class A units of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which the Borrower shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected owned by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13HNS. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, terms and conditions of the insurance policies required by Section 5.02 First Lien Loan Documents and the applicable provisions of the Security Documents, each of which Intercreditor Agreement shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative AgentAgents. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correctfinancial statements referred to in Section 3.05. (m) The Equity Contribution shall have been made and On the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principalRestatement Effective Date, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (ai) Indebtedness outstanding the Loans and other extensions of credit under this Agreement, (bii) loans under the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 Credit Agreement and (diii) other Indebtedness in an outstanding principal amount not permitted pursuant to exceed $100,000 in the aggregateSection 6.01. (on) The Administrative Agent Lenders shall have received a solvency certificate from substantially in the chief financial officer form of Holdings certifying that Holdings Exhibit F and signed by, at the Borrower’s option, the Chief Financial Officer of the Borrower or an independent valuation firm reasonably satisfactory to the Joint Lead Arrangers confirming the solvency of the Borrower and its subsidiaries, Subsidiaries on a consolidated basis after giving effect to the Transactions. (o) All material governmental and third party approvals that were conditions to closing the Transactions to occur on under the Closing Date, are solventTransaction Agreement shall have been obtained and in full force and effect in accordance with the Transaction Agreement. (p) The Lenders Agents shall have receivedreceived all fees payable thereto or to any Lender on or prior to the Restatement Effective Date and, to the extent reasonably requestedinvoiced, at least five Business Days all other amounts due and payable pursuant to the Second Lien Loan Documents on or prior to the Closing Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all documentation reasonable out-of-pocket expenses (including reasonable fees, charges and other information disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and U.S. and foreign local counsel) required to be reimbursed or paid by regulatory authorities the Loan Parties hereunder or under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actany Second Lien Loan Document. (q) The Administrative Agent shall have received a certificate, dated insurance certificates satisfying the requirements of Section 5.02 of this Agreement. (r) The Administrative Agent shall be satisfied that as of the Closing Date (after giving effect to the Transactions and the financing thereof) the Borrower had at least $100.0 million in available cash. (s) The Administrative Agent shall have received a certificate signed by a Responsible Financial Officer of the CompanyBorrower, together with satisfactory supporting schedules, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from pro forma Debt to Adjusted EBITDA Ratio as of the Closing Date (after giving effect to the first anniversary of Transactions) for the Closing Datefour fiscal quarters ending December 31, 2004 was not greater than 4.00 to 1.00. The Borrowing of Notwithstanding anything herein to the Loans contrary, it is understood and agreed that the documents and other items set forth on the Closing Date Schedule 5.10(h) shall be deemed to constitute a representation and warranty by delivered after the Borrower and Holdings on such date as to the matters specified Restatement Effective Date in paragraphs (b) of this Article IVaccordance with Section 5.10.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03). (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 each Loan Document shall be true and correct in all material respects on and as of the Closing Date date of the making of such Loans with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the date, in which case such representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedtrue and correct in all material respects on and as of such earlier date. (c) At the time of and immediately after the making of such Loans, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, received a favorable written opinion dated as of (i) Weilthe Closing Date of Mayer, Gotshal & ▇▇Brown, ▇▇▇▇ & Maw LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2Loan Parties, in each case (A) dated the Closing Date, (B) addressed form and substance reasonably satisfactory to the Administrative Agent Agent, and Holdings, the Borrower and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower Subsidiaries hereby request such counsel to deliver such opinionsopinion. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party andparty, in the case of the Borrower, the borrowings hereunder, in the case of each Loan Party, the granting of the Liens contemplated to be granted by it under the Security Documents and, in the case of each Subsidiary Guarantor, the Guaranteeing of the Obligations as contemplated by the Guarantee and Collateral Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent, the Arranger or the Lenders may reasonably request. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (g) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each of Holdings and the Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of Holdings and the Borrower and each Subsidiary Guarantor, (iii) the Intellectual Property Security Agreements, executed and delivered by a duly authorized officer of each Loan Party a party thereto, (iv) if requested by any Lender pursuant to Section 2.04, a promissory note or notes conforming to the requirements of such Section and executed and delivered by a duly authorized officer of the Borrower and (v) a Lender Addendum executed and delivered by each Lender and accepted by the Borrower. (h) The Collateral Agent, for the ratable benefit of the Secured Parties, shall have been granted on the Closing Date first priority perfected Liens on the Collateral (subject to the Lien priorities set forth in the Intercreditor Agreement and subject, in the case of all Collateral other than Pledged Collateral, only to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, only to Liens expressly permitted by clauses (b), (d) or (s) of Section 6.02) and customary Guarantees from the Subsidiary Guarantors. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent, for the ratable benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the First Lien Collateral Agent, as bailee for the Collateral Agent, pursuant to the terms of the Intercreditor Agreement. (i) The Collateral Agent shall have received a duly executed Perfection Certificate dated on or prior to the Closing Date. The Collateral Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to Holdings, the Borrower and those of the Subsidiaries that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, and such search shall reveal no Liens on any of the assets of Holdings, the Borrower or any of such Subsidiaries except, in the case of Collateral other than Pledged Collateral, for Liens expressly permitted by Section 6.02 and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Collateral Agent. (j) The Intercreditor Agreement shall have been executed by the parties thereto. (k) The Lenders and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hl) The Security Documents After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its subsidiaries shall have been duly executed by each Loan Party that is to be a party thereto outstanding no Indebtedness or preferred stock other than (i) the Loans and shall be in full force other extensions of credit hereunder, (ii) the Subordinated Notes, (iii) the loans and effect on other extensions of credit under the First Lien Credit Agreement and (iv) other Indebtedness permitted under Section 6.01. On the Closing Date. The Collateral Agent on behalf Date and immediately following the making of the Secured Parties Loans, the Borrower shall have been granted a security interest repay $24,685.803.78 of Term Loans under and as defined in the Collateral of the type First Lien Credit Agreement, together with accrued and priority described in each Security Documentunpaid interest. (im) The Collateral Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer financial statements described in Section 3.05. (n) The Administrative Agent shall have received projections of Holdings and its subsidiaries for the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documentsyears 2007 through 2011, in form and substance satisfactory to the LendersAdministrative Agent. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings, relating to the Borrower and each of the Mortgaged Properties Subsidiary Guarantors, after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (p) All material governmental and third party consents and approvals with respect to the Transactions and the other transactions contemplated hereby to the extent required shall have been duly executed by the parties thereto obtained, all applicable appeal periods shall have expired and delivered to the Collateral Agent and there shall be in full force and effectno litigation, (ii) each of such Mortgaged Properties shall not governmental, administrative or judicial action, actual or threatened, that could reasonably be subject expected to any Lien other than those permitted under Section 6.02 restrain, prevent or Liens which shall be paid from impose materially burdensome conditions on the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement Transactions or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13other transactions contemplated hereby. (kq) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act. (r) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documentsthis Agreement, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (ls) The Acquisition and Amendment dated as of December 20, 2006 to the other Transactions First Lien Credit Agreement shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date have become effective in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correctits terms. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Borrowing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed on or prior to the Borrowing Date, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇▇▇ LLPand ▇▇▇▇▇▇▇▇▇, L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case F (A) dated the Closing Borrowing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters related to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent and, to the extent previously requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including Section 326 of the USA Patriot Act. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Borrowing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Borrowing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Borrowing Date and signed by a Responsible Officer of the Borrower, confirming compliance with satisfaction of the conditions precedent set forth in paragraph paragraphs (b) of this Article IV as of the Closing Dateand (c) above and paragraph (k) below. (gh) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Closing Datedate of the initial borrowing hereunder, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Security Documents Borrower shall have repaid, or shall substantially simultaneously with the borrowings hereunder repay, (i) all term loans outstanding under the Refining Term Loan Agreement and (ii) all loans outstanding under the IDB Credit Facility. After giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans hereunder and (ii) the Indebtedness listed on Schedule 6.01. (j) Each of the IDB Revolving Credit Facility and the SCS Revolving Credit Facility shall have been duly executed by amended and extended or refinanced, in each Loan Party case on terms (including obligors, maturity, prepayment requirements, interest rates, covenants, events of default, collateral, requirement that is to be a party thereto lenders thereunder enter into and shall be in full force observe the Lien Subordination and effect on the Closing Date. The Collateral Agent on behalf Intercreditor Agreement and designation of the Secured Parties Lenders as third party beneficiaries of such requirement) satisfactory in all respects to the Administrative Agent, and the Administrative Agent shall have been granted a security interest in the Collateral received copies of the type executed Refinancing Facilities Agreement certified by a Responsible Officer of the Borrower as true and priority described in each Security Documentcorrect copies thereof. (ik) The Guarantee and Collateral Requirement shall be satisfied. (l) The Administrative Agent shall have received a Perfection Certificate with respect to copy of the Loan Parties dated the Closing Date Lien Subordination and duly Intercreditor Agreement, executed by a Responsible Officer the Collateral Agent and by the collateral agent and each lender under the Refinancing Facilities Agreement (or by an administrative agent or similar representative of Holdings and such lenders pursuant to an express authorization contained in the Borrower, and Refinancing Facilities Agreement). (m) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, organization and the states (or other jurisdictions) in which the chief executive office of each such person is located located, any offices of such persons in which records have been kept relating to accounts receivable and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection CertificateUniform Commercial Code filings (or equivalent filings) are to be made pursuant to paragraph (k) hereunder, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be are permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (jn) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties The Collateral Agent shall have been received a Perfection Certificate dated the Borrowing Date and duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds a Responsible Officer of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (ko) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s 's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (op) The Administrative Agent shall have received a certificate from detailed list of all applications, licenses, permits and authorizations which are necessary for the chief financial officer construction and operation of Holdings certifying that Holdings each Mortgaged Property owned or leased by the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and antieach Non-money laundering rules and regulations, including the USA PATRIOT ActRetail Subsidiary. (q) The Administrative Agent shall have received a certificatethe Phase I environmental assessment report from JD Consulting, L.P., dated February 2000, and an update of such report, dated July 2003, as to the Closing Date environmental hazards, liabilities or remedial actions to which the Borrower or any of the Subsidiaries may be subject under Environmental Laws and signed such updates from the Borrower's environmental consultants as the Administrative Agent shall reasonably have requested prior to the Borrowing Date, and the Administrative Agent shall be reasonably satisfied as to the amount and nature of any environmental and employee health and safety exposures to which the Borrower and the Subsidiaries may be subject and with the Borrower's plans with respect thereto. (r) The Administrative Agent shall have received the engineering report dated July 30, 2003 from Pervin & ▇▇▇▇▇, Inc. (s) The Lenders shall have received the audited and unaudited financial statements and reports referred to and as of and for the periods described in Section 3.05 (and the unaudited financial statements and reports comparable to those referred to in Section 3.05(a)(ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by a Responsible Officer Officer), which financial statements and reports shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. (t) The Borrower shall have in effect, with respect to its senior secured indebtedness for borrowed money, credit ratings from each of S&P and ▇▇▇▇▇'▇. (u) The Debt Service Support Requirement shall be satisfied. (v) All requisite Governmental Authorities shall have approved or consented to the Transactions to the extent required by applicable law or regulation, all applicable appeal periods shall have expired and there shall not be any pending or, to the knowledge of the CompanyBorrower, certifying threatened litigation or governmental, administrative or judicial action that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole could reasonably be expected to prevent or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans impose materially burdensome conditions on the Closing Date shall be deemed Transactions or to constitute result in a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IVMaterial Adverse Effect.

Conditions of Lending. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions:conditions on the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.032.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Finance Document shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such LoansCredit Event, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings Parent on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. (1) The obligations obligation of the Lenders to make Loans the first Loan hereunder on to the Closing Date are Company is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent No Event of Default shall have received a notice occurred and be continuing or shall result from the making of such Borrowing as required by Section 2.03the first Loan. (b) The Lenders shall have received certified copies of all documents evidencing corporate action taken by the Company relative to the completion and carrying out of this Credit Agreement, all in form and substance satisfactory to the Lenders and their counsel. (ic) The representations and warranties set forth contained in Sections 3.01Section 4 hereof shall, 3.02except as affected by transactions expressly contemplated hereby, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects accurate on and as of the Closing Date with date of the same effect first Loan as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent Lenders shall have receivedreceived a certificate or certificates of one or more of the principal officers of the Company dated the date of the first Loan to the effect specified in paragraph (a) and in paragraph (c) of this Section 5. (e) The Lenders shall have received the Closing Forecast. (f) The Company shall have executed and delivered to the Agent for the benefit of the Lenders an Amendment to Security Agreement (such Security Agreement, on behalf of itself together with this Agreement and the Notes, being herein sometimes collectively called the "Loan Documents") in the form of Exhibit C attached creating the lien on the assets of the Company as described therein, and the security interest created thereby shall have been perfected. (g) The Company shall have issued the Warrants to the Lenders, a . (h) The Lenders shall have received the favorable written opinion of (i) WeilPreston, Gotshal Gates & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPCompany, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described first Loan, satisfactory in clause (B) belowform and substance to the Lenders and their counsel, (B) that attached thereto is a true covering such matters as the Lenders and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause their counsel shall request. (i) above, and (D) as All legal matters incidental to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as transactions contemplated hereby shall be satisfactory to counsel for the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveLenders. (f2) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer obligation of the Borrower, confirming compliance with Lender to make additional Loans shall be subject (a) to the satisfaction of the conditions precedent set forth in paragraph Section 5 (1)(a), (c), (d) and (i) as of the date of each such Loan and (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid compliance by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto Company with all requirements of Section 1A hereof and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate Section 3 hereof with respect to the Loan Parties dated the Closing Date all Current Forecasts and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminatedrelated minimum cash flow requirements. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make the Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of the making of such Loans with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially to the effect set forth in Exhibit F-2H-1, and (ii) each local counsel listed on Schedule 4.01, substantially to the effect set forth in Exhibit H-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such requests each of its counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state State of its organizationDelaware, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) bylaws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hi) The Security Documents shall have been duly executed by the Borrower, each Loan Party that is to be a party thereto and, in the case of the Pledge Agreement, Parent, and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (ij) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions Redemption shall be consummated have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with applicable law and on the terms in this Redemption Agreement and in the Merger Agreement (applicable law, without giving effect to any amendment, modification or waiver thereof that is materially adverse to the interests of the Lenders (as reasonably determined of any terms or conditions of the Redemption Agreement unless otherwise approved by the Administrative Agent) without the prior written consent of the Administrative Agent)Required Lenders. The Administrative Agent shall have received copies of the Merger Redemption Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, Agreement and the Second Lien Credit Agreement and (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 6.01. (n) The Lenders shall have received the financial statements and (d) other Indebtedness opinion referred to in an outstanding principal amount not to exceed $100,000 in the aggregateSection 3.05. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings the Borrower certifying that Holdings the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Lenders shall have received, to the extent reasonably requested, at least five Business Days days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions:: All Credit Events. On the date of each Borrowing, and on the date of each issuance of a Letter of Credit (each such event being called a "Credit Event"): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.032.03 or 2.04 hereof, as applicable (or such notice shall have been deemed given in accordance with Section 2.04 hereof), or, in the case of the issuance of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a duly completed Application and a notice requesting the issuance of such Letter of Credit, required by Section 2.21(b) hereof. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date date, and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders there shall have been satisfiedoccurred no event which caused a Material Adverse Effect. (c) At The Borrower and each of its Subsidiaries shall be in compliance in all material respects with the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after the making of such LoansCredit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IVSection 4.01.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on hereunder, to extend the Closing Maturity Date and to increase the Total Commitment are subject to the satisfaction of the following conditions: SECTION 4.01. All Borrowings, Extension of Maturity Date and Increase in Total Commitment. On the date of each Borrowing, including each Borrowing in which Loans are refinanced with new Loans as contemplated by Section 2.05, each extension of the Maturity Date and each increase in the Total Commitment: (a) The Administrative Agent shall have received (i) a notice of such Borrowing as required by Section 2.032.03 or Section 2.04, as applicable, or in the case of a Borrowing of a Swingline Loan, the Swingline Lender and the Agent shall have received a notice requesting such Swingline Loan as requested by Section 2.22, (ii) a notice of extension of Maturity Date as required by Section 2.23 or (iii) a notice of increase in aggregate Total Commitment as required by Section 2.23, as applicable. (b) (i) The representations and warranties of each Borrower set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing, extension or increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such LoansBorrowing, extension or increase, as applicable, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have receivedAt the time of and immediately after such Borrowing, on behalf extension or increase, as applicable, the outstanding aggregate principal amount of itself and all Loans made by the Lenders, a written opinion of Lenders (i) Weil, Gotshal & ▇to Stilwell shall not exceed $200,000,000 and (ii) to ▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries100,000,000. Each Borrowing, on a consolidated basis after giving effect to the Transactions to occur on the Closing Dateextension or increase, are solvent. (p) The Lenders shall have receivedas applicable, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by each Borrower on the Borrower and Holdings on date of such date Borrowing, extension or increase, as applicable, as to the matters specified in paragraphs (b), (c) and (d) of this Article IVSection 4.01; provided that Janus shall be deemed to have made representations and warranties as to such matters only insofar as they relate itself and its Related Subsidiaries.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such the Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed at or prior to the time of such Borrowing, and at the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇ L.L.P., counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 H-1, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4(d), substantially to the effect set forth in Exhibit F-2H-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request requests such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of StateState (or other similar official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request. (fg) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b) and (c) of this Article IV as of the Closing DateIV. (gh) The Administrative Agent shall have received a complete and final Annual Report on Form 10-K of the Borrower for the fiscal year ended December 31, 2003, in a form suitable for filing with the Securities and Exchange Commission, that contains the financial statements referred to in Section 3.05 (which shall not reflect a material adverse change in the financial condition of the Borrower from the forecasts previously provided to the Lenders in the Confidential Information Memorandum) and a report on such consolidated financial statements from KPMG LLP, which report does not contain any “going concern” or like qualification or exception and is otherwise without any qualification or exception as to the scope of such audit. (i) The Administrative Agent shall have received title opinions and/or title information reasonably satisfactory to the Lenders showing good and marketable title of the Borrower or other Collateral Loan Party to Oil and Gas Properties representing in the aggregate not less than 80% of PV-10 Value as of December 31, 2003. (j) The Administrative Agent shall have received a copy of the Initial Reserve Reports, and the substance of each such report shall be satisfactory to the Lenders. (k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (hl) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (im) The Collateral Agent shall have received a Perfection Certificate with respect to the Borrower and the other Collateral Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and the other Collateral Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each the Collateral Agent shall have received such other documents, surveys, abstracts, appraisals and legal opinions (without duplication of such Security Documents shall the title opinions delivered under paragraph (i) above) required to be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that furnished pursuant to the extent a perfected security interest in any assets terms of a type that cannot be perfected the Mortgages or as reasonably requested by the filing of a UCC financing statement Collateral Agent or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13Lenders. (ko) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (np) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt Credit Agreement shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock Preferred Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Second Lien LoansCredit Agreement, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregatePreferred Equity Interests set forth on Schedule 4(p). (oq) The Administrative Agent shall have received a certificate from certificate, dated the Closing Date and signed by the chief financial officer of Holdings the Borrower, certifying that Holdings (a) the Borrower’s ratio of Total Net Debt (after giving pro forma effect to the Transactions to occur on the Closing Date) to Consolidated EBITDAX for the four-fiscal quarter period most recently ended prior to the Closing Date does not exceed 4.00 to 1.00 and (b) the Borrower and its subsidiariesSubsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing DateTransactions, are solvent. (pr) The Administrative Agent shall have received evidence that the Borrower and the Subsidiaries have entered into Commodity Hedging Agreements with one or more Approved Counterparties that establish prices reasonably acceptable to the Administrative Agent on a volume of Hydrocarbons equal to not less than 40% of the projected PDP production from the Oil and Gas Properties of the Borrower and the Subsidiaries for the twelve calendar month period immediately following the first full calendar month after the Closing Date. (s) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (t) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.

Conditions of Lending. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date are subject to the satisfaction of the following conditions:: On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.032.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b). (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III hereof and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At The Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed at or prior to the time of such Borrowing, and at the time of and immediately after the making of such LoansCredit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Each Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such date Credit Event as to the matters specified in paragraphs (b) and (c) of this Article IV.

Conditions of Lending. 7.1. The obligations obligation of GECCPR to make the Initial Loans are subject to the performance by the Borrower of the Lenders agreements to make Loans be performed hereunder on or before the Closing Date are subject date of making such Initial Loans and to the satisfaction of the following conditions, as well as to the Borrower's compliance on the date hereof with said agreements and conditions with respect to the Prior Loans: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent 7.1.1. GECCPR shall have received, on behalf prior to or at the time of itself and the Lendersmaking of the Initial Loans hereunder, a written an opinion dated the date hereof in the form attached hereto as Exhibit B, from the law firm of (i) Weil, Gotshal Shack & ▇▇▇▇▇▇ LLP▇, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.P.C.; (e) The Administrative Agent 7.1.2. GECCPR shall have received (i) a copy received, prior to or at the time of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) making of the state of its organizationInitial Loans hereunder, the Notes and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents referred to which in Section 5 hereof, and if such person is a party and, in the case of document shall be executed by persons other than the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent GECCPR shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each it of the Security Documentsauthority of such persons to execute such instruments; 7.1.3. GECCPR shall have received, prior to or at the time of the making of the Initial Loans hereunder, a Mortgagee Estoppel, Consent and Subordination Agreement signed by The Mitsubishi Bank, Limited and the Government Development Bank for Puerto Rico, in form and substance satisfactory to GECCPR and its legal counsel; 7.1.4. GECCPR shall have received, prior to or at the Lenders, relating to each time of the Mortgaged Properties making of the Initial Loans hereunder, certified copies of all partnership action taken by the Borrower to authorize the execution and delivery of the Loan Documents and any other documents or instruments to be delivered by the Borrower hereunder, and such other papers as GECCPR or its counsel may reasonably request; 7.1.5. GECCPR shall have been duly executed received, prior to or at the time of the making of the Initial Loans hereunder, a certificate of the authorized signatory of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, and the other Loan Documents; and 7.1.6. All legal details and proceedings in connection with the transactions contemplated by the parties thereto and delivered to the Collateral Agent and this Agreement shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendmentGECCPR's legal counsel, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.Messrs.

Conditions of Lending. SECTION 3.01. Conditions Precedent to the Effectiveness of Sections 2.01, 2.03, 2.04 and 2.05. The obligations effectiveness of the Lenders to make Loans hereunder on the Closing Date are Sections 2.01, 2.03, 2.04 and 2.05 is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. This Agreement (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied. (c) At the time of and immediately after the making of such Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments theretoschedules, of each Loan Partyexhibits, certified as of a recent date by the Secretary of State (or equivalentcertificates and opinions delivered pursuant hereto) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Article IV as of the Closing Date. (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on and shall not have been terminated. (b) There shall have occurred no material adverse change in the Closing Date. The Collateral Agent on behalf condition (financial or otherwise) or results of operations of the Secured Parties Borrower and its Subsidiaries, taken as a whole, since February 28, 1997. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, other than the matters described on Schedule III hereto (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been granted a security interest no adverse change in the Collateral status, or financial effect on the Borrower or any of its Subsidiaries, of the type and priority Disclosed Litigation from that described in each Security Documenton Schedule III hereto. (id) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Collateral Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been billed (including the accrued fees and expenses of counsel to the Agent). (g) The Agent shall have received a Perfection Certificate with respect to on or before the Loan Parties Effective Date the following, each dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documentsdate, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) the A Notes payable to the order of the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effectrespectively, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds certified copies of the First Credit Event and for which resolutions of the Board of Directors of the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law and on the terms in approving this Agreement and in the Merger Agreement (without any amendmentNotes, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent and of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement all documents evidencing other necessary corporate action and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premiumgovernment approvals, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, respect to this Agreement and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregate. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.Notes,

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received from (i) each party hereto (A) a notice counterpart of this Agreement signed on behalf of such Borrowing as required by Section 2.03party or (B) written evidence reasonably satisfactory to the Agent (which may include a facsimile or other electronic imaging transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) each party to the Intercreditor Agreement (A) a counterpart of the Intercreditor Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Agent (which may include a facsimile or other electronic imaging transmission of a signed signature page of the Intercreditor Agreement) that such party has signed a counterpart of the Intercreditor Agreement. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) Article III and 3.24 in each other Loan Document shall be true and correct in all material respects on and as of the Closing date of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfieddate. (c) At the time of and immediately after the making of such the Loans, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, on behalf received written opinions of itself and the Lenders, a written opinion of (i) Weil, Gotshal ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2G, in each case (A) dated the Closing Date, Effective Date and (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent All legal matters incidental to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall have received (i) a copy of the certificate or articles of incorporation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or equivalent) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as be reasonably satisfactory to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date Lenders and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveAgent. (f) The Administrative Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (g) The Agent shall have received a certificate, dated the Closing Effective Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraph paragraphs (b), (c), (i), (n), (o) and (s) of this Article IV as of the Closing DateArticle. (gh) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral and Guarantee Requirement shall have been satisfied and the Agent shall have received a completed Perfection Certificate with respect to the Loan Parties dated the Closing Effective Date and duly executed signed by a Responsible an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of searches of (A) Uniform Commercial Code financing statements on file with the Secretary of State of the State of Delaware in the case of Holdings and the Borrower, Borrower and shall have received with the results Secretary of a search State of the State of New York in the case of the Parent and (B) real estate filings and Uniform Commercial Code filings (or equivalent filings) made financing statements on file with respect to the Loan Parties in various recording districts of the states (or other jurisdictions) State of formation of such persons, Alaska in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain propertyMortgaged Properties are situated, in each case as indicated on such Perfection Certificate, together with copies of the such financing statements (or similar documents) and real estate filings disclosed by such search, searches and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any by such financing statement (or similar document) would be statements and real estate filings are permitted under by Section 6.02 or have been or will be contemporaneously simultaneously released or terminated. (j) Except for approvals identified in the Parent Undertaking as otherwise specifically contemplated hereunder or by to be obtained after the Security DocumentsEffective Date, (i) the Agent shall have received evidence that the Borrower and each applicable Subsidiary is qualified to own oil, gas and mineral leases and/or rights-of-way on Federal public lands and State lands in the State of Alaska, in accordance with all applicable laws, rules, regulations and orders of the Security Documents, in form Federal Bureau of Land Management and substance satisfactory to the Lenders, relating to each all applicable Governmental Authorities of the Mortgaged Properties shall have been duly executed by State of Alaska (including the parties thereto Division of Oil and delivered to Gas with the Collateral Agent and shall be in full force and effect, (ii) each State of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds Alaska Department of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(cNatural Resources); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents5.02, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (l) The Acquisition Intercompany Services Agreement, the Tax Sharing Agreements and the other Transactions Parent Undertaking shall be consummated substantially simultaneously with the initial funding of Loans on the Closing Date in accordance with applicable law full force and on the terms in this Agreement and effect in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, form certified by a Financial Officer as being complete and correctResponsible Officer. (m) The Equity Contribution Agent shall have been made received a final version of the Environmental and Safety Audit dated as of February 23-26, 2006 prepared by the Parent and the Administrative Agent shall be satisfied with the capitalization and structure related Status Report dated as of Holdings and the BorrowerJune 8, 2006. (n) All principal, premium, if any, interest, fees The Hedging Agreements set forth on Schedule 1.01(a) shall be in full force and other amounts due or outstanding under the Existing Debt effect and shall have beenthe effect of establishing minimum fixed prices or floors on a notional volume of crude oil and natural gas, or substantially simultaneously with calculated separately, equal to approximately 75% of Anticipated Production thereof that is not subject to fixed price contracts for each month in the initial funding period through and including the third anniversary of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Effective Date. (o) Immediately after giving effect to the Transactions and to occur on or prior to the other transactions contemplated herebyEffective Date, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Second Lien LoansCredit Agreement, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateHedging Agreements set forth on Schedule 1.01. (op) The Administrative Lenders shall have received the financial statements referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of Holdings and its subsidiaries from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders in the Confidential Information Memorandum. (q) The Lenders shall have received the Reserve Report referred to in Section 3.05, and such Reserve Report shall not be materially inconsistent with the versions thereof previously provided to the Lenders. (r) The Agent shall have received a solvency certificate from a Financial Officer of Holdings, substantially in the chief financial officer form set forth on Exhibit H, confirming the solvency of Holdings certifying that Holdings and its subsidiaries, subsidiaries on a consolidated basis after giving effect to the Transactions to occur on the Closing Effective Date, are solvent. (ps) Except for approvals identified in the Parent Undertaking as to be obtained after the Effective Date, all material requisite Governmental Authorities and third parties shall have approved or consented to the transfer of the Business to the Borrower and the Subsidiaries, the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (t) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing making of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by Holdings and the Borrower and Holdings on such the date of their making as to the matters specified in paragraphs (b) of this Article IVArticle.

Conditions of Lending. The obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a notice of such Borrowing Request as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 Article III hereof shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfiedClosing Date. (c) At the time of and immediately after the making of such LoansBorrowing, no Event of Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself and the LendersLenders on the Closing Date, a favorable written opinion of (i) Weil, Gotshal O'Melveny & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrower, substantially in form and substance reasonably satisfactory to the effect set forth in Exhibit F-1 Administrative Agent and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially local U.S. and/or foreign counsel reasonably satisfactory to the effect set forth in Exhibit F-2Administrative Agent as specified on Schedule 4.02(e), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Second Lien Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such instructs its counsel to deliver such opinions. (ef) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Second Lien Loan Documents shall be reasonably satisfactory to the Administrative Agent and to the Lenders on the Closing Date. (g) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation (or other similar formation document)limited liability agreement, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or equivalentother similar official) of the state jurisdiction of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State; State (or other similar official) or (B) in the case of a limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalentlimited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Second Lien Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, effect on the Closing Date, (C) that the certificate or articles of incorporation or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished disclosed pursuant to clause (i) above, and , (D) as to the incumbency and specimen signature of each officer executing any Second Lien Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; and ; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent and the Lenders on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). (fh) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (i) The elements of the Acquisition contemplated to be consummated on the Closing Date shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with applicable law in all material respects and the terms and conditions precedent of the Acquisition as set forth in paragraph (b) the Transaction Documents, none of this Article IV as which Transaction Documents shall have been waived, amended, supplemented or otherwise modified in any material respect without approval of the Closing DateAdministrative Agent. (gj) The Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred through the Closing Date in connection with the Transactions shall not exceed $35.0 million. (k) The Contribution Financing shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in all material respects in accordance with the Transaction Documents. (l) The Borrower shall have received at least $250 million of gross cash proceeds from term loans under the First Lien Credit Agreement. (m) The terms and conditions of the First Lien Loan Documents and the Intercreditor Agreement shall be reasonably satisfactory to the Agents. (n) The Lenders shall have received the financial statements referred to in Section 3.05. (o) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) loans under the First Lien Credit Agreement and (iii) other Indebtedness permitted pursuant to Section 6.01. (p) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by, at the Borrower's option, the Chief Financial Officer of the Borrower or an independent valuation firm reasonably satisfactory to the Joint Lead Arrangers confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. (q) All material governmental and third party approvals that are conditions to closing the Transaction under the Transaction Agreement shall have been obtained and be in full force and effect or waived in accordance with the Transaction Agreement and with the consent of the Administrative Agent, and all applicable waiting periods required under the Transaction Agreement shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on the Transaction or the financing thereof. (r) The Agents shall have received all fees and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Second Lien Loan Documents on or prior to the Closing Date, including, to the extent invoiced prior to the Closing Dateinvoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Borrower hereunder Loan Parties hereunder, under any Second Lien Loan Document or under any other Loan Documentthe engagement letter, dated as of January 27, 2005, among HNS, DTV, SkyTerra and the Joint Lead Arrangers. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (ks) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, insurance certificates satisfying the insurance policies required by requirements of Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agentthis Agreement. (lt) The Acquisition and the other Transactions Borrower shall be consummated substantially simultaneously with the initial funding of Loans on have at least $100.0 million in cash available at the Closing Date in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions Loans and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding term loans under this Agreement, (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateCredit Agreement). (ou) The Administrative Agent shall have received a certificate from signed by a Financial Officer of the chief financial officer of Holdings Borrower, together with satisfactory supporting schedules, certifying that Holdings and its subsidiaries, on a consolidated basis the pro forma Debt to Adjusted EBITDA Ratio as of the Closing Date (after giving effect to the Transactions to occur on Transactions) for the Closing Date, are solvent. (p) The Lenders shall have received, to four fiscal quarters ending with the extent reasonably requested, at least five Business Days most recent fiscal quarter ended immediately prior to the Closing DateDate for which financial statements are available is not greater than 4.00 to 1.00. Notwithstanding anything herein to the contrary, all documentation it is understood and agreed that the documents and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (qitems set forth on Schedule 5.10(h) The Administrative Agent shall have received a certificate, dated be delivered after the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IVaccordance with Section 5.10.

Conditions of Lending. Section 5.01. The obligations of Lilly to incur the Lenders Commitment set forth in Section 2.01, and to make Loans hereunder on the Closing Date first Disbursement pursuant to Section 2.02 of this Agreement are subject to the satisfaction of the following conditionsconditions that on the date of such Loan Disbursement: (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (b) (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11, 3.12, 3.19 (subject to paragraph (j) below) and 3.24 shall Article III will be true and correct in all material respects on the Closing Date with the same effect as though made on and as of such that date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) the condition relating to the accuracy of the representations and warranties of the Company in the Merger Agreement as are material to the interests of the Lenders shall have been satisfied.date, (cb) At the time of and immediately after the making of such Loans, no Default or No Event of Default shall will have occurred and be continuing., and (dc) The Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall Lilly will have received (i) the signed Promissory Note and a copy Financial Officer's Certificate of the certificate or articles of incorporation (or other similar formation document)Isis, including all amendments thereto, of each Loan Party, certified dated as of a recent date by the Secretary of State no more than five (or equivalent5) of the state of its organization, and a certificate of legal existence and, if available in such jurisdiction, certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent) of such Loan Party as in effect on the Closing Date and at all times since a date days prior to the planned date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or equivalent) duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of legal existence or good standing (or equivalent) or state certified copies of such documents furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the BorrowerDisbursement, confirming compliance with the conditions precedent set forth in paragraph paragraphs (a) and (b) above. Section 5.02. The obligations of Lilly to make Loan Disbursements subsequent to the first Disbursement pursuant to Section 2.02 of this Agreement are subject to the satisfaction of the conditions that on the date of each subsequent Loan Disbursement: (a) The representations and warranties set forth in Article IV III will be true and correct in all material respects with the same effect as though made on and as of that date, except to the Closing Date.extent such representations and warranties expressly relate to an earlier date, (gb) The Administrative Agent shall No Event of Default will have occurred and be continuing, and (c) Lilly will have received all fees and other amounts due and payable on or a Financial Officer's Certificate of Isis, dated as of no more than five (5) days prior to the Closing Date, including, to the extent invoiced prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (h) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf planned date of the Secured Parties shall have been granted a security interest in the Collateral of the type and priority described in each Security Document. (i) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of Holdings and the BorrowerDisbursement, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (j) Except as otherwise specifically contemplated hereunder or by the Security Documents, (i) each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 or Liens which shall be paid from the proceeds of the First Credit Event and for which the Borrower has received a commitment from the holder thereof to release the same upon payoff from the proceeds of the First Credit Event and (iii) each of such Security Documents shall be in proper form for filing and recording in the recording office as specified on Schedule 3.19(c); provided that to the extent a perfected security interest in any assets of a type that cannot be perfected by the filing of a UCC financing statement or the delivery of stock certificates is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the providing of a perfected security interest in such assets shall not constitute a condition precedent to the Borrowing on the Closing Date but such requirement to create a perfected security interest in such assets shall be satisfied after the Closing Date pursuant to Section 5.13. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (l) The Acquisition and the other Transactions shall be consummated substantially simultaneously confirming compliance with the initial funding of Loans on the Closing Date conditions precedent set forth in accordance with applicable law and on the terms in this Agreement and in the Merger Agreement (without any amendment, modification or waiver thereof that is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent). The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as being complete and correct. (m) The Equity Contribution shall have been made and the Administrative Agent shall be satisfied with the capitalization and structure of Holdings and the Borrower. (n) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Debt shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than paragraphs (a) Indebtedness outstanding under this Agreement, and (b) the First Lien Loans, (c) Indebtedness set forth on Schedule 6.01 and (d) other Indebtedness in an outstanding principal amount not to exceed $100,000 in the aggregateabove. (o) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent. (p) The Lenders shall have received, to the extent reasonably requested, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (q) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, certifying that not less than $10,000,000 in aggregate cash liquidity is in bank accounts in jurisdictions appropriate for carrying out the Company’s operational objectives (which, for greater certainty, shall not include financing in whole or in part any Permitted Acquisition), including planned Capital Expenditures, during the period from the Closing Date to the first anniversary of the Closing Date. The Borrowing of the Loans on the Closing Date shall be deemed to constitute a representation and warranty by the Borrower and Holdings on such date as to the matters specified in paragraphs (b) of this Article IV.