Common use of Conditions Precedent to Making of Loans on the Closing Date Clause in Contracts

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Obligors before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance any amounts due under the Fee Letter or otherwise as reimbursement for fees, costs and expenses then payable under this AgreementAgreement or any other Loan Document) and with all its obligations of the Obligors current, the Borrower Availability shall have Availability of be at least $15,000,00030,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Obligors as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall be satisfied that all Debt and other obligations under the Senior Subordinated Notes Indenture and the Senior Subordinated Notes have been paid in full and that the Senior Subordinated Notes Indenture (as it relates to the Senior Subordinated Notes) and each Senior Subordinated Note has terminated and is no longer effective. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date statements in appropriate form for filing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, or duly executed payoff letters obligating the secured parties thereunder to provide such UCC-3 Termination Statements and instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Obligors except Permitted Liens. (gh) The Borrower Obligors shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedinvoiced with reasonably requested supporting information. (hi) The Agent shall have received evidence, in form, scope, and substance, substance reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Obligors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, Accounts and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Obligors and each other Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent (or its counsel) to the Borrower PSS (or its counsel) prior to the Closing Date. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Obligors to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerOfficer, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (ix) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (iiy) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iiiz) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party, as applicable, shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs costs, and expenses then payable under this Agreement) ), and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000150,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Revolving Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of received financing statements or amendments in proper financing statementsform for filing, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees fees, including the amounts owing as of the Closing Date under the Fee Letter, and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) Each Loan Party shall have established all of its Deposit Accounts at the Bank or shall have entered into Blocked Account Agreements (on terms acceptable to the Agent) with respect to all Deposit Accounts not established at the Bank other than immaterial local accounts of the Loan Parties (the “Local Accounts”) so long as the amount of funds on deposit in such accounts does not exceed $300,000 in the aggregate at any time. (l) Since December 31, 2010, no event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect. (m) After giving effect to the incurrence of the Bond Debt and the incurrence of Debt under this Agreement, the Agent shall be reasonably satisfied with the corporate and capital structure and management of Westlake and its Subsidiaries. (n) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to AgentAgent the Financial Statements. (lo) Agent shall have received evidence Evidence satisfactory to it the Lenders that no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the Amended execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those already obtained, (ii) the filing of UCC financing statements, and Restated Credit Agreement, dated as (iii) the filing of April 12, 2001, among the Borrower, the lenders party thereto Copyright Security Agreements and the agent named therein shall have been terminated, all indebtedness, liabilities Patent and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedTrademark Agreements. (mp) Agent shall have received evidence satisfactory to it that The Lenders are satisfied with the Securitization Unwind occurredenvironmental matters concerning the Loan Parties. (nq) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower Westlake prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied or waived, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer on behalf of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender, unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection with respect to the foregoing clause (i), (ii), or (iii).

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and issuing all Letters of Credit, and with all its obligations current, the Borrower shall have Availability of at least $15,000,00035,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received a Mortgage respecting the Fab 25 Facility executed by Borrower and in form and substance acceptable to the Agent; (g) The Agent shall have received an ALTA title policy, in form and substance acceptable to the Agent, from a title insurance company acceptable to Agent, with respect to such Mortgage; (h) The Agent shall have received such environmental reports as it may request with respect to the Real Estate, which reports shall be in form and substance satisfactory to the Agent; (i) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements Statements, or authorizations to file the same, and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gj) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hk) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (il) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jm) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans Line of Credit Loan on the Closing Date, Date and to make the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are Convertible Term Loan is subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each LenderAgent: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Agent shall have Availability received a certificate dated such Closing Date and signed by the chief executive officer and the chief financial officer of at least $15,000,000Borrower certifying that the conditions specified in Subsection 9.1(a) above have been fulfilled. (c) All representations Borrower shall have executed and warranties made hereunder delivered to Agent and in the other Agent shall have received all Loan Documents shall and all items on the List of Closing Documents attached hereto as Exhibit D which are not elsewhere identified in this Article 9, such items to be true in form and correct as if made on substance satisfactory to Agent, and to be executed by all parties thereto when the nature of such dateitems so requires. (d) No Default or Event of Default Borrower shall have occurred paid to Agent all fees, costs, and be continuing after giving effect expenses (including, without limitation, the attorneys' and paralegals' fees and disbursements of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ in an amount not to exceed $50,000) incurred by Agent and Lenders as of the Loans to be made Closing Date in connection with the negotiation, preparation, and consummation of this Agreement, the other Loan Agreements and the Letters of Credit to be issued on the Closing Datetransactions contemplated thereby. (e) The Agent Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and the Lenders ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have received such opinions of counsel for the Borrower executed and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be delivered (i) resignation letters in a form, scope, form and substance satisfactory to the Agent and (ii) Consulting Agreements in form and substance satisfactory to Agent, it being understood and agreed that it is a further condition to the Lenders, making of the Line of Credit Loan that ▇▇. ▇▇▇▇▇▇▇▇▇'▇ resignation and their respective counselhis Consulting Agreement shall have taken effect. (f) The Agent Borrower shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before delivered to Agent the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instrumentswritten waiver, in form and substance satisfactory to the Agent, as shall be necessary of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall any rights it may have paid all to any fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ig) The Borrower shall have caused to be elected to the board of directors of Borrower up to three individuals designated by Agent and the Lenders shall have had caused the resignation (as evidenced by an opportunity, if they so choose, to examine the books executed original letter of account resignation) of any and all board members other records than Messrs. ▇▇▇▇▇▇▇▇▇ and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects▇▇▇▇▇▇▇▇. (jh) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsConvertible Note, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent. Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 copies of such documents and papers as Agent may reasonably request in proceeds from the issuance of the Senior Notes (less feesconnection therewith, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be all in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit set forth in this Section 9.1 have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer the president and chief financial officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the fees payable to the Agent on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Aggregate Availability of at least $15,000,00035,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Parent, each Borrower and its their respective Domestic Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Parent, each Borrower and its their respective Domestic Subsidiaries except Permitted Liens; (A) executed Assignments of Proceeds of Insurance Policy as Collateral by each of Coltec, Garrison and Garlock, together with executed acknowledgment▇, ▇▇ ▇▇ch ca▇▇ ▇▇ ▇orm and substance satisfactory to the Agent, from Eligible Insurance Providers which are obligated, in the aggregate, on at least 50% of the amounts owing to Garlock Sealing as of the Closing Date to reimburse Garlock ▇▇▇▇▇▇g for payments made by Garlock Sealing with r▇▇▇▇▇▇ to claims against Garlock Seal▇▇▇ ▇▇▇ating to its use and distribution of pro▇▇▇▇▇ ▇lleged to contain asbestos, and (B) an opinion of Robinson, Bradshaw & Hinson, P.A. as to the perfection and ▇▇▇▇▇▇▇▇ of the ▇▇cur▇▇▇ ▇▇terest granted to the Agent pursuant to such assignments under North Carolina law. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementAgreement and the Agent and each of the Lenders shall be satisfied with such coverage as of the Closing Date. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders, including, without limitation, acceptable intercreditor agreements with any other secured Debt and subordination terms with respect to any obligations which may become owing under the Goodrich Indemnification Agreement and acceptable subordination term▇ ▇▇▇▇ ▇espect to Debt among the Borrowers and their respective Subsidiaries. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Parent, the Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower Borrowers prior to the Closing Date. (l) The Spinoff shall have occurred and the Agent shall have received comfort satisfactory to the Agent that the representations made by the Parent in support of the "Tax Opinion" as such opinion relates to the tax free nature of the Spinoff are true and correct in all material respects, together with a copy of the executed Tax Matters Agreement. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied (or waived by the necessary Lenders, as applicable), with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lenderprecedent: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as in substantially the forms of EXHIBITS L-1 through L-3 hereto. (e) The Borrower shall have consummated the issuance of the Senior Notes and shall have delivered to the Agent a certified copy of the Senior Note Indenture and all material security documents related thereto, all in form and substance acceptable to the Agent in the Agent's Commercial Judgment. (f) The Agent shall have received (i) a payoff letter with respect to the Existing Credit Facility together with all termination documents required under (g) (ii) below, and (ii) evidence of repayment or any Lender shall requestdefeasance of the Existing Notes, each such opinion to be all in a form, scope, form and substance satisfactory to the Agent in the Agent, the Lenders, and their respective counsel's Commercial Judgment. (fg) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC or PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 and PPSA Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid the following items in connection with the transactions contemplated by this Agreement and the Loan Documents: (i) all fees reasonable out-of-pocket costs and expenses of the Agent or the Documentation Agent (the "Co-Arrangers") (including legal fees of one counsel for the Co-Arrangers), including without limitation costs and the Attorney Costs incurred expenses of (A) Co-Arrangers' due diligence, including field examinations, appraisals and environmental audits, and (B) preparing, administering, syndicating and enforcing all documents executed in connection with any of the Loan Documents and the transactions contemplated thereby this Agreement, plus (ii) a $850 per day per field examiner charge, in addition to the extent invoicedall out-of-pocket expenses for field examinations. (hi) The Agent shall have received evidencereceived, in form, scope, and substance, reasonably satisfactory to the Agent, evidence of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had Agreement together with an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respectsexecuted lender's loss payable endorsement. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents2003 Recapitalization, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the LendersAgent. (k) The Agent shall have received evidence satisfactory After giving effect to it that all Revolving Loans (including such Revolving Loans made to finance the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less Closing Fee or otherwise as reimbursement for fees, costs and expenses associated then payable under this Agreement) made on the Closing Date and with such issuance) pursuant to all its obligations current, the Senior Note Documents which Borrower shall have Availability of at least $20,000,000. No minimum or excess Availability levels will be in form and substance satisfactory to Agentrequired after the Closing Date. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent in the Agent) 's Commercial Judgment), the financial statements, instruments, resolutions, documents, 38 agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section SECTION 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section SECTION 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue be issued any Letter of Credit on the Closing Date and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the each Borrower before or on such Closing Date. (b) Upon After making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to SECTION 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations their Debts current, the Borrower Borrowers shall have aggregate Availability of at least in an amount no less than $15,000,000.15,120,000 (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel, including (i) an opinion of New York counsel that Agent may sell the Pledged Shares under Rule 144, with all holding periods under Rule 144 having expired and without application of volume limitations thereunder; and after October 4, 1996, without violating the "lock-up" provisions of the underwriting agreement among Ultimate Parent, Parent, Barn▇▇▇ ▇▇▇ Barnett's underwriters; that the Loans and Loan Documents (other than the Parent Guaranties) do not contravene the Indentures and that Parent may sell Barn▇▇▇ ▇▇▇ital stock other than the Pledged Shares owned by it in its sole discretion and apply the proceeds to payment of the Obligations without violating the Indentures or any other Agreement to which it is a party or by which it is bound; (ii) an opinion of Ohio counsel regarding perfection of security interests with respect to Collateral located in that State; and (iii) an opinion of Texas counsel regarding perfection of security interests in that State. (f) The Agent and the Lenders shall have received monthly or quarterly financial projections for Fiscal Year 1996 consistent with the annual financial projections for Fiscal Year 1996. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed such UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Borrowers except Permitted Liens. (gh) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the each Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kl) The Agent and the Lenders shall have received the Borrowers' financial statements as of May 31, 1996 and for the eleven (11) months then ended. (m) The Agent shall have received evidence satisfactory landlord and mortgagee waivers from landlords and mortgagees and bailee letters from warehousemen, sales representatives (as applicable) with respect to it that the Borrower received each location (not owned by a Borrower) at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurredCollateral is located. (n) Without limiting the generality of the items described above, the The Agent shall have received the Parent Guaranties. (o) The Agent shall have received the Pledge Agreement, share certificates evidencing the Pledged Shares, and stock powers endorsed by Parent in form and substance reasonably satisfactory blank. (p) The Agent shall have received a pay-off letter from Citibank. (q) The Agent shall have received a Subordination Agreement from Ultimate Parent whereby Ultimate Parent agrees that Intercompany Accounts owed to it by each Borrower are subordinate in right of payment to the AgentObligations. (r) No claim, action, suit or litigation shall be pending or threatened (i) which is reasonably likely to be determined adversely to either Borrower and which would have a Material Adverse Effect if so determined or (ii) which seeks to enjoin the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Datetransactions contemplated hereby. The acceptance by the either Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the either Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by the a Responsible Officer of the each Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of to this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 SECTION 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of to this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such LenderSECTION 10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party hereto and thereto and each of the Borrower Credit Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower such Credit Party before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000[Intentionally omitted.] (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries the Guarantors as the Agent or any Lender shall request, including an opinion of independent counsel of national recognition acceptable to the Agent and the Lenders with respect to the absence of any breach of the terms of the Note Indentures as a result of the Borrower's and the other Credit Parties' execution and delivery of and performance under the Loan Documents, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fd) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date properly completed UCC Financing Statements in form and number sufficient under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and; (ii) duly executed UCC-3 Termination Statements UCC Financing Statement Amendments and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries Collateral except Permitted Liens; and (iii) a payoff letter or other satisfactory evidence of payment in full of all obligations and termination of the Borrower's existing Second Amended and Restated Credit Agreement dated August 26, 1999. (ge) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (f) The Agent shall have received all stock certificates or other certificated equity interest, with undated stock powers or assignments duly executed in blank, together with registrar's certificates or control agreements for all uncertificated equity interests, for all Subsidiary Securities subject to the Pledge Agreement. (g) The Agent shall have received the duly executed Note Assignment with the original Securitization Support Note attached thereto. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, copies of all insurance coverage material operative Securitization Documents and the Note Indentures certified as required true and correct by this Agreementa Responsible Officer. (i) The Agent and the Lenders shall be satisfied with the capital structure of the Borrower, including without limitation, the terms of the Securitization Documents and status of the Securitization Program. (j) The Agent shall have received a certificate from the chief financial officer of the Borrower, in the form of Exhibit L hereto, showing the calculation of the amount of Indebtedness (as defined in the Note Indentures) permitted to be secured by Liens in accordance with Section 10.16 of the Note Indentures. (k) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, Inventory and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsRevolving Loan Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each other Credit Party shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) each of the financial statementsfollowing: (i) a certificate of a Responsible Officer of each Credit Party as of the Closing Date with respect to (A) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Credit Party approving and adopting the Loan Documents to be executed by such Person, instruments, resolutions, documents, agreements, certificates, opinions and authorizing the execution and delivery thereof; (B) specimen signatures of officers or other items set forth appropriate representatives executing the Loan Documents on behalf of each of the “Closing Checklist” delivered Credit Parties; (C) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Agent Secretary of State of its state of organization; (D) true and correct copies of the Operating Documents of each of the Credit Parties; (ii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the Borrower due existence and good standing of such Person; (iii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could reasonably be expected to have a Material Adverse Effect; (iv) notice of appointment of the initial Responsible Officer(s); (v) evidence of all insurance together with loss payable clause endorsements, as required by Section 7.5; (vi) an initial Borrowing Notice and, if elected by the Borrower, Interest Rate Selection Notice; (vii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (viii) a Borrowing Base Certificate as of a date no more than two weeks prior to the Closing Date. ; and (ix) a certificate of the chief financial officer of the Borrower as to compliance with Section 7.20 after giving effect to the Closing; The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender to the Agent, the other Lenders and the Borrower that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents each shall have been executed and delivered by each party thereto and the each Borrower shall have performed and complied with with, in all material respects, all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the such Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000250,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower LS&Co and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements termination statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower LS&Co and its Subsidiaries except Permitted LiensLiens permitted under SECTION 7.16. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the reasonable Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (ji) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Agent and the Lenders. (j) The Agent shall have received copies of all documents relating to the Term Loan Facility in final form and evidence that the Term Loan Facility shall become effective prior to or concurrently with the Closing Date, in each case in form and substance reasonably satisfactory to the Agent. (k) The Agent shall have received evidence evidence, in form, scope, and substance, reasonably satisfactory to it the Agent that the Borrower received at least $165,000,000 in proceeds from existing domestic accounts receivable securitization facility has been or concurrently with the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant Closing Date is being terminated or irrevocably defeased to the Senior Lenders' satisfaction, including without limitation that (i) the Existing Domestic Receivables Transaction Documents (other than the Intercompany Note and the RPSA) have been or concurrently with the Closing Date are being terminated, and each material obligation of each Borrower thereunder has been terminated or irrevocably defeased, as applicable, to the Lenders' satisfaction, (ii) all domestic accounts receivable and related rights transferred or sold to LSRF under any Existing Domestic Receivables Transaction Document have been transferred to LSFCC on or prior to the Closing Date and (iii) all funds remaining with either with the Indenture Trustee or LSRF as a result of any transactions contemplated under the Existing Domestic Receivables Transaction Documents which shall be in form and substance satisfactory not used to Agentterminate or irrevocably defease all material obligations of each Borrower thereunder have been transferred to LSFCC on or prior to the Closing Date. (l) The Agent shall have received evidence evidence, in form, scope, and substance, reasonably satisfactory to it the Agent that the Amended Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and Restated all Liens securing obligations under the Existing Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall Agreement have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been or are being released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower LS&Co on or prior to the Closing Date. (n) Each of the Intercreditor Agreement and the Trademark License Agreement shall be in form and substance reasonably satisfactory to the Agent and shall have been executed by each party thereto. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the each Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the such Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section SECTION 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section SECTION 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party, as applicable, shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs costs, and expenses then payable under this Agreement) ), and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000150,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Revolving Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of received financing statements or amendments in proper financing statementsform for filing, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees fees, including the amounts owing as of the Closing Date under the Fee Letter, and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) Each Loan Party shall have established all of its Deposit Accounts at the Bank or shall have entered into Blocked Account Agreements (on terms acceptable to the Agent) with respect to all Deposit Accounts not established at the Bank other than immaterial local accounts of the Loan Parties (the “Local Accounts”) so long as the amount of funds on deposit in such accounts does not exceed $300,000 in the aggregate at any time. (l) No event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect. (m) After giving effect to the incurrence of the Bond Debt and the incurrence of Debt under this Agreement, the Agent shall be reasonably satisfied with the corporate and capital structure and management of Westlake and its Subsidiaries. (n) Evidence satisfactory to the Agent that there shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in the Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect, or (b) could reasonably be expected to materially and adversely affect this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby. (o) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to AgentAgent the Financial Statements, a schedule listing all Material Agreements and copies of all Material Agreements the Agent has requested prior to the Closing Date, and other information pursuant to Section 5.2 of this Agreement. (lp) Receipt by the Agent shall have received evidence and satisfactory to it that review by the Amended and Restated Credit Agreement, dated as Agent of April 12, 2001, among all material contracts of the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedLoan Parties with material customers. (mq) Agent shall have received evidence Evidence satisfactory to it the Lenders that no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the Securitization Unwind occurredexecution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those already obtained, (ii) the filing of UCC financing statements, and (iii) the filing of the Copyright Security Agreements and the Patent and Trademark Agreements. (nr) The Lenders are satisfied with the environmental matters concerning the Loan Parties. (s) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower Westlake prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied or waived, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer on behalf of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender, unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection with respect to the foregoing clause (i), (ii), or (iii).

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders Lender to make the initial Revolving Loans and the Term Loan on the Closing Date, and the obligation of the Agent Lender to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations currentaccounts payable no more than 60 days from invoice date, the Borrower shall have Availability in an amount equal to not less than fifteen percent (15%) of at least $15,000,000the Borrowing Base. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders Lender shall have received all of the following, each of which shall be originals unless otherwise specified or, where applicable, the context otherwise requires, each property executed by a Responsible Officer of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Lender and its legal counsel: (1) executed counterparts of this Agreement; (2) the Security Agreement executed by Borrower; (3) the Guarantor Security Agreement executed by each of the Guarantors; (4) the Trademark Security Agreement executed by all Parties thereto; (5) the Patent Security Agreement executed by all Parties thereto; (6) the Pledge Agreement executed by Borrower, together with certificates representing 100% of the capital stock of MIEC and MIHC and 66% of the capital stock of MIM and stock powers executed in blank with respect thereto; (7) the Guaranty executed by the Guarantors; (8) with respect to Borrower and the Guarantors, such documentation as the Lender may reasonably require to establish the due organization, valid existence and good standing of Borrower and each Guarantor, its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Officer thereof authorized to act on its behalf, INCLUDING, without limitation, certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officer, and the like; (9) evidence satisfactory to the Lender that the Liens and security interest of the Lender in the Collateral have or will have been perfected and are of first priority (EXCEPT for Permitted Liens); (10) a Certificate signed by a Responsible Officer certifying that the conditions specified in Sections 8.2(a)(i), (ii) and (iii), have been satisfied; (11) legal opinions from O'Melveny & ▇▇▇▇▇ LLP and the general counsel of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, form and substance satisfactory to the AgentLender, the Lenders, together with copies of all factual certificates and their respective counsellegal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied. (f) The Agent Lender shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent Lender may deem necessary or desirable in order to perfect the Agent’s Lender's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the AgentLender, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall have paid all fees and expenses of the Agent Lender and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent Lender shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentLender, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders Lender shall have had an opportunity, if they it so choosechooses, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders Lender in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Note, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the LendersLender. (k) The Agent Lender shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs German Credit Facility shall have closed and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agentfunded. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Lender (in form and substance reasonably satisfactory to the Agent) Lender), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent Lender to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (gf) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hg) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ih) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (ji) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Term Loan Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kj) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 150,000,000 in loan proceeds from the issuance of the Senior Notes Term Loan Agreement (less fees, costs and expenses associated with such issuancethe Term Loan Agreement) pursuant to the Senior Note Term Loan Documents which shall be in form and substance satisfactory to Agent. (lk) Agent On or prior to the Closing Date, the Borrower shall have received evidence satisfactory consummated the Senior Notes tender offer and consent solicitation and, on the Closing Date all obligations of the Borrower and its Subsidiaries with respect to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder Senior Notes shall have been paid in full or to the extent not tendered, irrevocably called for redemption (the “Refinancing”), and, except as set forth in Section 7.29, all commitments, security interests and all liens, if any, granted thereunder guarantees in connection therewith shall have been terminated and released. (m) , all to the reasonable satisfaction of the Agent. Except as set forth in Section 7.29, the Agent shall have received satisfactory evidence (including satisfactory to it pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the Securitization Unwind occurredmatters set forth in the immediately preceding sentence have been satisfied as of the Closing Date. (nl) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, Date are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall would have Availability of at least in an amount no less than $15,000,0002,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.made (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gf) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hg) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ih) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (ji) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.110.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the Term Loan (France) and the Term Loan (UK) Initial Advance on the Closing Date, the obligation of the Administrative Agent to issue the Brazilian Letter of Credit on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and the Term Loans (the maximum amount of the Term Loan (UK) being deemed to have been advanced for the purposes of this computation only) and with all its obligations current, the Borrower Borrowers shall have aggregate US Availability and the Dollar Equivalent of UK Availability of at least $15,000,0007,500,000 (the "Minimum Availability"). (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Brazilian Letter of Credit and the Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (f) The Administrative Agent shall have received title policies, in form and substance acceptable to Administrative Agent, with respect to the Mortgages. (g) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Administrative Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens. (gh) The Borrower Borrowers shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Administrative Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (ij) The Administrative Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects. (jk) The Administrative Agent shall have received a written explanation of the nature of the existing litigation and related indemnification provisions and procedures, all in form and substance satisfactory to the Administrative Agent. (l) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (km) With respect to the Purchase Agreement Transaction: (i) The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith, upon terms and conditions previously disclosed to and approved by the Lenders, in accordance with the Purchase Agreement and applicable Laws. (ii) The Administrative Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, connection with the same effect as delivery to the Agent and the Lenders of Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of each of the Borrower, dated Borrowers certifying that the Closing Date, to such effect. Execution Purchase Agreement and delivery the other Purchase Agreement Documents furnished to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent are true, correct, in this Section 8.1 full force and effect and the provisions thereof have not been fulfilled to the satisfaction of such Lenderin any way modified, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent amended or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1waived, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (fe) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect perfect, or continue the perfection of, the Administrative Agent’s Liens; and; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens; and (iii) the Fee Letter, duly executed by the Borrowers. (gf) The Borrower Borrowers shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced, including the fees, costs and expenses set forth in Section 2.6 and the Fee Letter as applicable. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jg) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (nh) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificatescertificates (including a solvency certificate), opinions and other items set forth on the “Schedule of Closing ChecklistDocuments” delivered by the Administrative Agent to the Borrower Borrowers prior to the Closing Date. (i) The Administrative Agent and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated shall have completed their business, financial and legal due diligence of Credit Parties, including a satisfactory field examination of the Borrowers’ books, records, and Collateral, with results satisfactory to the Administrative Agent. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party, as applicable, shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs costs, and expenses then payable under this Agreement) ), and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000100,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties (other than Westlake Overseas Corporation) as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of financing statements in proper financing statementsform for filing, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed authorized UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Loan Parties except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees fees, including the amounts owing as of the Closing Date under the Fee Letter, and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Each Loan Party shall have established all of its Deposit Accounts at the Bank or shall have entered into Blocked Account Agreements (on terms acceptable to the Agent) with respect to all Deposit Accounts not established at the Bank other than (i) the account number 910-2-710192 at JPMorgan Chase Bank and (ii) immaterial local account▇ ▇▇ ▇▇▇ ▇▇▇n Partners (the "LOCAL ACCOUNTS") so long as the amount of funds on deposit in such accounts does not exceed $300,000 in the aggregate at any time. (l) No event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect. (m) After giving effect to the incurrence of the Bond Debt and the incurrence of Debt under the Agreement and the Fixed Asset Loan, the Agent shall be reasonably satisfied with the corporate and capital structure and management of Westlake and its Subsidiaries. (n) Evidence satisfactory to Agent that there shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in Agent's judgment (a) could reasonably be expected to have a Material Adverse Effect, or (b) could reasonably be expected to materially and adversely affect this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby. (o) Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to Agent, (a) a pro forma balance sheet of the Loan Parties as at June 30, 2003, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of the Loan Parties previously delivered to Agent, (b) financial projections in form satisfactory to Agent of the Loan Parties scheduling the amount of Availability and evidencing the Loan Parties' ability to comply with the financial covenants set forth in SECTION 7.21, if applicable, and (c) interim financial statements for the Loan Parties as of May 31, 2003. (lp) Receipt by Agent shall have received evidence and satisfactory to it that review by Agent of all material contracts of the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedLoan Parties with material customers. (mq) Agent shall have received evidence Evidence satisfactory to it that Agent of closing of each of the Securitization Unwind occurredBond Debt and the Fixed Asset Loan, each on terms and conditions satisfactory to Agent. (nr) Execution and delivery of the Intercreditor Agreement by all parties thereto. (s) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower Westlake prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied or waived, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer on behalf of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section SECTION 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section SECTION 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall would have Availability of at least in an amount no less than $15,000,00010,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and made, the Letters of Credit to be issued and the Credit Support to be in place on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) G & G shall have executed and delivered the G & G Acknowledgement and Assignment, and such other documents as the Agent shall have deemed necessary and appropriate. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) The Agent shall have received an assignment and/or endorsement, as applicable, of the Borrower's rights under (i) the Pabst Brewing Company Notes, and (ii) the Intercompany Note, all in form and content satisfactory to the Agent. (l) The Agent shall have received evidence satisfactory to the Agent that the terms of this Agreement and the other Loan Documents are not in violation of or contrary to the provisions of any other document to which the Borrower or any Subsidiary is a party or of which they are bound, including without limitation, the Senior Note Indentures. (m) The Agent shall have received no offset letters from Anheuser-Busc▇, ▇▇corporated and Longhorn Glass Manufacturing, L.P., acceptable in form and content to the Agent. (n) The Agent shall have entered into a second amendment to the Intercreditor Agreement making the Agent a party to the Intercreditor Agreement for the benefit of the Lenders on terms and conditions acceptable to the Agent and the Lenders. (o) The Agent shall have received evidence that the Intercompany Agreement shall have been restated as of the closing date. (p) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kq) All documents relating to and including the Master ISDA Agreement shall have been executed and delivered to Bank of America. (r) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs such other documents and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated deliveries as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form deem necessary and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Dateappropriate. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.110.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Acme Parties shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower Acme Parties before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such datedate (both immediately prior to, and after giving effect to, such extension of credit). (dc) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and on such date or the Letters of Credit to be issued or the Credit Support to be provided on the Closing Datesuch date. (ed) The Agent and the Lenders shall have received such opinions of counsel (concerning, among other things, entry of the Orders and proper notice having been given in accordance with the Orders) for the Borrower Borrowers and its Subsidiaries Alpha Tube as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees (including without limitation a $750,000 closing fee and the first annual $100,000 payment of the collateral management fee, in each case on the Interim Bankruptcy Court Order Date, and a $165,000 accommodation fee on the Closing Date) and expenses of the Agent and the Lenders and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hf) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (ig) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and Alpha Tube and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseCombined Availability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jh) No order shall have been entered by the Bankruptcy Court (i) for appointment of a trustee or examiner with enlarged powers substantially similar to those of a trustee, or (ii) converting the Case to a Chapter 7 case or dismissing the Case or (iii) terminating prior to any expiration date the Borrowers' and Alpha Tube's exclusive time period to file a plan of reorganization and with respect to clauses (i) through (iii) above, no such order shall have been requested by the Borrowers, Alpha Tube or other parties in interest, unless such requested order is being contested by the Borrowers and Alpha Tube in good faith and by appropriate proceedings diligently pursued. (i) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) The Agent shall be satisfied as to the continued implementation by the Borrowers and Alpha Tube of a cash management system reasonably satisfactory to the Agent, which cash management system shall include, among other things, the remittance procedures of the type contemplated in this Agreement. (k) [Intentionally omitted.] (l) The Borrowers and Alpha Tube shall have satisfied the Agent that (a) the Borrowers and Alpha Tube have taken and are taking all necessary and appropriate steps to ascertain the extent of, quantify and successfully address the business and financial risks facing the Borrowers and 108 116 Alpha Tube as a result of what is commonly referred to as the "Year 2000 problem" (i.e., the inability of certain computer applications to recognize correctly and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), including risks resulting from the failure of key customers and suppliers of the Borrowers and Alpha Tube to address successfully the Year 2000 problem, and (b) the Borrowers' and Alpha Tube's material computer applications will on a timely basis adequately address the Year 2000 problem in all material respects. (m) All covenants, agreements and conditions under the Interim Agreement shall have been satisfied (or waived in writing by the Agent and the Interim Lenders by a waiver, additional to, and which shall supersede, any waiver granted in connection with the covenants, agreements or conditions to the Interim Agreement). (n) There shall be no material adverse change in the business, operations, assets, properties, liabilities, profits, prospects or financial position of the Borrowers and Alpha Tube as determined by the Agent and the Lenders in their sole discretion other than (i) the commencement of the Case and (ii) the continuation of the circumstances giving rise to the filing thereof, so long as the Agent and the Lenders have been made aware as of the date hereof of all such circumstances. (o) The Agent shall have received evidence completed the due diligence with respect to this Agreement, including, without limitation, a review satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance Agent of the Senior Notes (less feesBorrowers' and Alpha Tube's books and records, costs systems and expenses associated control and analysis of the accounts receivable and inventory by an outside consultant selected by the Agent and environmental matters with such issuance) pursuant respect to the Senior Note Documents which Borrowers, Alpha Tube and their properties. The results of such review shall be in form and substance satisfactory to the Agent. (lp) Agent The Lenders shall have received evidence satisfactory be fully satisfied with the compliance by the Borrowers and Alpha Tube with any and all applicable laws, statutes, rules and regulations relating to it that the Amended conduct and Restated Credit operations of the business and properties of the Borrowers and Alpha Tube. (q) With respect to Borrowings made pursuant to the Interim Agreement, dated as the Interim Bankruptcy Court Order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent prior written consent of April 12, 2001, among the BorrowerAgent, the lenders party thereto Majority Lenders, the Borrowers and Alpha Tube and with respect to borrowings made pursuant to this Loan and Security Agreement, the agent named therein Final Bankruptcy Court Order shall have been terminated, all indebtedness, liabilities entered by the Bankruptcy Court and obligations outstanding thereunder such order shall be in full force and effect and shall not have been paid in full and all liensreversed, if anystayed, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality modified or amended absent prior written consent of the items described aboveAgent, the Agent shall have received (in form Majority Lenders, the Borrowers and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing DateAlpha Tube. The acceptance by any of the Borrower Borrowers of any Loans made on the Closing Date or of any Credit Support or Letters of Credit issued or provided 109 117 on the Closing Date shall be deemed to be a representation and warranty made by all of the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance or provision of such Credit Support or Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders Lender to make the initial Revolving Loans on the Closing DateDate and to make the Term Loans, and the obligation of the Agent Lender to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, Date are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Acquisition and the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this AgreementAgreement or the Transaction Documents and to refinance Debt) and with all its obligations current, the Borrower shall Borrowers (including Oz and TSE) would have Aggregate Availability of at least in an amount no less than $15,000,0002,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and made, the Letters of Credit to be issued and the Credit Support to be in place on the Closing Datesuch date. (e) The Agent and the Lenders Lender shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, Lender and their respective its counsel. (f) The Agent Lender shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent Lender may deem necessary or desirable in order to perfect the Agent’s LiensLender's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the AgentLender, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens; (iii) all stock certificates and instruments required to be delivered under any Pledge Agreement (except for the stock certificate of CIS, which shall be delivered to the Lender within thirty days and as set forth in the Post Closing Letter) and (iv) the Patent and Trademark Agreements. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent Lender and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent Lender shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentLender, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders Lender shall have had an opportunity, if they it so choosechooses, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseBase of all Borrowers, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders Lender in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Notes, all other Loan Documents, the Transaction Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the LendersLender. (k) The Agent No material adverse change shall have received evidence satisfactory to it that occurred, as determined by the Borrower received at least $165,000,000 Lender in proceeds from its sole discretion, in the issuance business, operations, profits or prospects of Cerprobe its Subsidiaries, taken as a whole, or of Oz and its Subsidiaries, taken as a whole, since September 30, 1999, and as of the Senior Notes (less feesClosing Date, costs the financial condition and expenses associated with such issuance) pursuant to the Senior Note Documents which results of operations of Cerprobe and its Subsidiaries, taken as a whole, and of Oz and its Subsidiaries, taken as a whole, shall be in form compliance with the financial projections delivered to the Lender and substance satisfactory to Agentdated November 17, 1999, as determined by the Lender in its sole discretion. (l) Agent There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that, in the Lender's reasonable judgment, could reasonably be expected to have received evidence satisfactory a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrowers (including Oz or TSE), taken as a whole, or which could impair any Borrower's ability to it that perform satisfactorily under the Amended Loan Documents or could reasonably be expected to materially and Restated Credit Agreement, dated as of April 12, 2001, among adversely affect the Borrower, transactions contemplated by the lenders party thereto and Loan Documents or the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedTransaction Documents. (m) Agent The Lender shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described abovereceived, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower within 30 days prior to the Closing Date. The acceptance by , a pro forma balance sheet of the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers, giving effect to the effect that all of the conditions precedent to Acquisition and the making of such the Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated on the Closing Date, to such effect. Execution and delivery to dated as of the Agent by a Lender of a counterpart of this Agreement Closing Date, which balance sheet shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.reflect no

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial any additional Revolving Loans and the Term Loan on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing DateCredit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents Documents, including each Mortgage to be delivered on the Closing Date, shall have been executed and delivered by each party thereto and the Borrower Loan Parties shall have performed and complied in all material respects with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such the Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000[RESERVED]. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Initial Funding Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Fleetwood and its Subsidiaries as the Agent or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) [RESERVED]. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, or amendments thereof, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and/or continue the Agent’s Liens; andor shall have received duly executed financing statements from all Loan Parties for all such jurisdictions; (ii) duly executed UCC-3 Termination Statements and or such other instrumentsinstruments or evidence, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Fleetwood and its Subsidiaries except Permitted Liens; (iii) duly executed security agreements with respect to all Proprietary Rights for recording in the United States Patent and Trademark Office; (iv) certificates for the Capital Stock pledged pursuant to the Pledge Agreement together with undated stock powers duly endorsed in blank; and (v) all intercompany notes payable to any Loan Party duly endorsed in blank. (gh) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) Fleetwood and the Borrowers shall have paid all fees due and owing to the Agent and the Lenders on the Closing Date (including all fees under the Fee Letter). (j) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ik) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Fleetwood and its Subsidiaries and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseBases, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (km) The Agent No event that, in the opinion of the Lenders, constitutes a Material Adverse Effect shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) There shall exist no action, suit, investigation, litigation, or proceeding pending or, to the knowledge of Fleetwood and the Borrowers or any Lender, threatened in any court or before any arbitrator or Governmental Authority that (i) could reasonably be expected to have a material adverse effect on any Borrower’s assets, liabilities, business, or financial condition, or results of operations or which could impair any Borrower’s ability to perform satisfactorily under the Loan Documents or repay the Obligations, or (ii) could reasonably be expected to materially and adversely affect the Loan Documents or the transactions contemplated thereby. (o) With respect to each parcel of Real Estate listed on Schedule 6.11 attached hereto and identified thereon as Mortgaged Property, (i) such Mortgaged Property that is subject to any Existing Mortgage shall remain subject to such Existing Mortgages and (ii) Fleetwood and/or the applicable Loan Party shall have delivered to the Agent and the Collateral Agent (A) duly executed and acknowledged amendments to or amendment and restatements of the Existing Mortgages or in the case of any Mortgaged Property in which any such Mortgaged Property was not subject to an Existing Mortgage, a new Mortgage (each a “Mortgage Amendment” and, collectively, the “Mortgage Amendments”), in each case to the extent necessary under applicable law, in the reasonable judgment of the Agent, to continue and maintain the enforceability, perfection and priority of the Existing Mortgages or such new Mortgages from and after the Closing Date (or, in the case of any Mortgaged Property in which no Existing Mortgage was in existence immediately prior to the Closing Date, to effect the enforceability, perfection and priority of the Mortgage Amendment from and after the Closing Date) in proper form for recording in all appropriate places in all applicable jurisdictions, (B) title policies (or endorsements to the Existing Mortgage Title Policies) as reasonably requested by the Agent, assuring the Agent that such Mortgages constitute first priority mortgage liens subject only to Permitted Liens under clauses (a), (b), (d) and (e) of the definition of Permitted Liens, and (C) if requested by the Agent, opinions of counsel as to such matters as reasonably requested by the Agent; provided that any opinions of local counsel to be delivered in connection with the amendment of any Mortgage on the Closing Date shall be delivered on or prior to the date which is sixty (60) days following the Closing Date, unless such period is extended by the Agent. (p) Lenders shall be satisfied that each Borrower is adequately capitalized, that the fair saleable value of its assets will exceed its liabilities at closing, and that each Borrower will have sufficient working capital to pay its debts as they become due. (q) Fleetwood and its Subsidiaries shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with the Loan Documents and the transactions contemplated thereby. (r) The Lenders shall be satisfied with all environmental aspects relating to Borrowers and their business, including all environmental reports as may be required by the Lenders. (s) [RESERVED]. (t) [RESERVED]. (u) [RESERVED]. (v) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and any other documents or other items set forth on the “Closing Checklist” delivered reasonably requested by the Agent or any Lender. (w) [RESERVED]. (x) The Agent and the applicable Loan Party shall have executed and delivered notices of assignment of the Accounts of the Loan Parties to such Persons designated by the Borrower prior to the Closing DateAgent. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Initial Funding Date shall be deemed to be a representation and warranty made by Fleetwood and the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit set forth in clauses (a), (b), (c), (d), (h), (i), (n), (q), (s) and (x) have been satisfied, and that no material adverse change has occurred since April 27, 2003, except as disclosed by Fleetwood publicly in the assets, liabilities, business, financial condition or results of operations of Fleetwood and its Subsidiaries, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerBorrowers, dated the Closing Initial Funding Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender (including any such Lender in its capacity as the Agent) that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, the obligation of the Collateral Agent to cause to be issued or provide L/C Credit Support for any Letter of Credit on the Closing Date, and the obligation of the Agent Lenders to cause the Letter participate in Letters of Credit Issuer to issue issued on the Closing Date, or in L/C Credit Support for any Letter Letters of Credit issued on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner reasonably satisfactory to the Collateral Agent and each Lenderthe Lenders: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Each Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the such Borrower before or on such the Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Collateral Agent and the Lenders shall have received such opinions a certificate dated the Closing Date and signed by the President or a Vice President and the Chief Financial Officer or Treasurer of counsel for each Borrower certifying that the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be conditions specified in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counselSection 9.1(a) have been fulfilled. (fc) The Collateral Agent and the Lenders shall have received: (i) acknowledgment copies received all items on the List of proper financing statementsClosing Documents attached hereto as Exhibit C which are not elsewhere identified in this Article 9, duly filed other than those items specified on or before such List of Closing Documents as being deliverable after the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order Date, such items to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, be in form and substance satisfactory to the AgentCollateral Agent and the Lenders, as shall and to be necessary to terminate and satisfy executed by all Liens on parties thereto when the assets nature of the Borrower and its Subsidiaries except Permitted Lienssuch items so requires. (gd) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Collateral Agent and the Lenders shall have had an opportunitybe satisfied with the result of their due diligence with respect to the environmental condition of each Borrower's Real Estate and previously owned property, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall includeincluding, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to information contained in the Agent and the Lenders in all respectsCollateral Agent's form "Environmental Questionnaire" completed by each Borrower. (je) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Collateral Agent and the Lenders. (k) . The Collateral Agent shall have received evidence satisfactory to it that copies of such documents and papers as the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Collateral Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminatedLenders may reasonably request in connection therewith, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the AgentCollateral Agent and the Lenders. (f) The Borrowers shall have paid all fees required to be paid under the financial statements, instruments, resolutions, documents, agreements, certificates, opinions terms of the Fee Letter and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing DateCommitment Fee Letter. The acceptance by the each Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the such Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit set forth in Section 9.1(a) have been satisfied, with the same effect as delivery to the Collateral Agent and the Lenders of a certificate signed by a Responsible Officer the president and chief financial officer of the such Borrower, dated the Closing Date, to such effect. Execution and delivery to the Collateral Agent by a Lender of a counterpart of this Agreement and the making of its initial extension of credit pursuant to this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent set forth in this Section 8.1 9.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Collateral Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Collateral Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender9.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Loan Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans and the issuance of Letters of Credit and/or Credit Support on the Closing Date (including such Revolving Loans made to finance the Facility Fee or otherwise pursuant to SECTION 4.4 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its the Borrowers' obligations currentno more than thirty (30) days past due, the Borrower Combined Availability shall have Availability of at least be in an amount no less than $15,000,00035,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Parent and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower Parent and its Subsidiaries except Permitted Liens; and (iii) the certificates representing all shares of capital stock pledged under the Pledge Agreement, accompanied by undated stock powers endorsed in blank. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and BABC and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) In the judgment of the Agent and the Lenders, no Material Adverse Effect shall have occurred since the date of the Financial Statements referred to in SECTION 8.6(a). In no event shall EBITDA be less than $1,000,000 for the period from August 4, 1996 to the Closing Date. (k) The Agent and the Lenders shall have received evidence satisfactory the agreements, instruments and other documents set forth or referred to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feeson EXHIBIT B, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which agreements, instruments and documents shall be in form and substance satisfactory to Agentthe Agent and the Lenders. (l) The Agent and the Lenders shall have received evidence in form and substance satisfactory to it them that the Amended all Existing Bank Debt shall have been repaid in full, and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto all agreements relating to such Existing Debt and the agent named therein security interests and Liens relating to such Existing Bank Debt shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Loan Parties to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerParent or the Borrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any such Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Loan Parties shall have performed and complied with with, in all respects, all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) All representations and warranties made by the Loan Parties hereunder and in the other Transaction Documents shall be true and correct as of the Closing Date as if made on such date. (c) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance all fees or otherwise, pursuant to Section 4.7, as reimbursement for fees, costs and expenses then payable under this AgreementAgreement and the other Loan Documents) and with all of its obligations current, after giving effect to the Borrower shall consummation of the transactions contemplated by the Transaction Documents on the Closing Date, the Borrowers would have Availability of at least not more than $15,000,000. (c) All representations and warranties made hereunder and 4,000,000 in the other Loan Documents shall be true and correct as if made on such dateRevolving Loans outstanding. (d) Upon the issuance of the Letters of Credit or Credit Support on the Closing Date, the Borrowers would have not more than $2,500,000 in Letter of Credit Exposure. (e) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and on such date or the Letters of Credit or Credit Support to be issued on the Closing Datesuch date. (ef) The Agent and the Lenders shall have received such customary opinions of counsel for the Borrower Loan Parties and its Subsidiaries as the Agent or any Lender shall requesttheir Subsidiaries, each such opinion to be in a form, scope, scope and substance reasonably satisfactory to the Agent, the Lenders, Lenders and their respective counsel. (fg) The Agent shall have received: (i) acknowledgment copies of proper UCC financing statements, duly filed on or before prior to the Closing Date Date, under the UCC of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect the Agent’s Liens; andLien and evidence satisfactory to the Agent of compliance with the Federal Assignment of Claims Act, if applicable; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be to evidence the repayment in full of, or the existence of arrangements satisfactory to the Agent for the repayment in full of, existing credit arrangements to the extent necessary to terminate and satisfy all Liens on the assets Collateral and the termination of all commitments to lend thereunder to the Borrowers, and the termination of all security interests on the Collateral securing such indebtedness; (iii) evidence of filing and recording of the Borrower Patent and Trademark Agreement; and (iv) evidence that each other document required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent (for its Subsidiaries except Permitted Liensown benefit and for the benefit of the Lenders) a first priority perfected Lien in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. (gh) All Equity Interests of New World’s Subsidiaries shall be owned by New World or one or more of New World’s Subsidiaries, in each case free and clear of any Lien, charge or encumbrance (other than the Liens granted pursuant to the Senior Secured Debt Documents); the Agent, on behalf of itself and the Lenders, shall have a valid and perfected first priority lien and security interest in such Equity Interests and in the other Collateral. All filings, recordations and searches necessary or desirable in connection with such Liens and security interests shall have been duly made; and all filings and recording fees and taxes in respect thereof shall have been duly paid. Without limiting the generality of the foregoing, the Agent shall have received favorable title or search reports, prepared by one or more nationally recognized title insurance companies and covering such real properties of the Borrowers and their Subsidiaries as the Agent shall have requested, and with respect to such of the real properties of the Borrowers and their Subsidiaries, such other information as the Agent shall have requested and such consents and estoppel letters from lessors of leased property as the Agent shall have requested. (i) The Borrower Agent shall have received: (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case amended to date, of each of the Loan Parties, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization and dated as of a recent date; (ii) a certificate of the Secretary of each of the Loan Parties, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such Loan Party’s by-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such Loan Party’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such Loan Party’s certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished hereinabove, and (D) as to the incumbency and specimen signature of each of such Loan Party’s officers executing this Agreement or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such Loan Party’s officers as to incumbency and signature of its Secretary; and (iv) such other corporate resolutions, certificates and other documents as the Agent or any Lender may request. (j) The Agent shall have received certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of organization and in each other jurisdiction in which qualification is necessary in order for such Loan Party to own or lease its property and conduct its business. (k) The Agent shall have received and been satisfied with the results of the accounting review and due diligence report prepared by Freed ▇▇▇▇▇▇ relating to the Borrowers. (l) The Borrowers shall have paid all fees and expenses of the Agent Agent, and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hm) The Agent shall be satisfied with the amount, type and terms and conditions of all insurance maintained by the Borrowers and their Subsidiaries, and the Agent shall have received endorsements naming the Agent, on behalf of itself and the other Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the Collateral. (n) The Agent shall be satisfied with the final terms and conditions of the Restructuring, including, without limitation, all legal and tax aspects thereof and all documentation with respect thereto shall be in form and substance reasonably satisfactory to the Agent. (o) The Agent shall have received evidenceevidence satisfactory to it that New World shall have received no less than $155,000,000 in cash as proceeds from the issuance by New World of secured subordinated promissory notes (the greater of such amount and the actual proceeds from such issuance, in formthe “Senior Secured Debt”) pursuant to the Senior Secured Debt Documents, scope, on terms and substance, reasonably conditions satisfactory to the Agent, including, but not limited to, the subordination provisions and a maximum coupon rate, which on a pro forma basis as of all insurance coverage as required by this Agreementthe Closing Date, will result in the ratio of EBITDA of New World and its Subsidiaries for the twelve month period ending April 30, 2003 to the total cash interest expense of New World and its Subsidiaries for such period being at least 1.5:1.0. (ip) The Agent shall have received evidence that New World and its Subsidiaries had, on a consolidated basis, EBITDA for the twelve consecutive calendar month period ended April 30, 2003 of not less than $37,500,000. (q) The Agent shall have completed and been satisfied with its assessment of the Loan Parties’ management team and with its site visits to the Loan Parties. (r) The Agent and the Lenders its counsel shall have had an opportunity, if they so choose, to examine the books completed a due diligence investigation of account each Loan Party and other records and files any of the Borrower and to make copies thereoftheir Subsidiaries in scope, and to conduct a pre-closing audit which shall includewith results, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and shall have been given such access to the Lenders in all respectsmanagement, records, books of account, contracts and properties of the Loan Parties and their respective Subsidiaries and shall have received such financial, business and other information regarding the Loan Parties and their respective Subsidiaries as they shall have requested, including, without limitation, information as to contingent liabilities (including without limitation actuarial dates relating to tax matters, environmental matters (including Phase I environmental reports, if applicable), obligations under ERISA and welfare plans, collective bargaining agreements and other arrangements with employees). (js) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, Agreement and all other Loan Transaction Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the LendersAgent. (kt) The Agent shall be reasonably satisfied with the corporate and legal structure and capitalization of the Borrowers and the other Loan Parties, including, without limitation, the charter and bylaws (or operating agreement, as the case may be) of the Borrowers and the other Loan Parties and each agreement and instrument relating thereto. (u) There shall have occurred no Material Adverse Effect and all information provided by or on behalf of any Loan Party to the Agent or the Lenders shall be true and correct in all material aspects. There shall have occurred no material adverse change in the capital markets (as determined by the Agent in its reasonable discretion). There shall have occurred no material adverse change in the facts and information presented to the Agent or any Lender in connection with any Loan Party, any of the Collateral, any of the Transaction Documents or any of the transactions contemplated thereby or in the Agent’s or any Lender’s understanding of same. (v) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the Restructuring, any of the Loan Documents or other Transaction Documents or any of the transactions contemplated thereby in any material respect. (w) All governmental, if any, and third party consents and approvals necessary in connection with the Loan Documents, the other Transaction Documents, the Restructuring and the other transactions contemplated by the Transaction Documents shall have been obtained and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon the Restructuring or any of the Transaction Documents or any of the transactions contemplated thereby. (x) The Agent shall have received evidence satisfactory to it that and been reasonably satisfied with the Borrower received at least $165,000,000 in proceeds from audited financial statements of New World and its Subsidiaries for the issuance Fiscal Year ended December 31, 2002, as well as the interim monthly financial statements for the Borrowers dated the end of the Senior Notes (less fees, costs most recent month and expenses associated with such issuance) pursuant to the Senior Note Documents year-to-date periods for which shall be in form financial statements are available and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality forecasts prepared by management of the items described aboveBorrowers, the Agent shall have received (in form and substance reasonably satisfactory to the Agent, including balance sheets, income statements and cash flow statements on a monthly basis for the first twelve calendar months following the Closing Date and on an annual basis for each Fiscal Year thereafter. (y) The Borrowers shall have demonstrated to the financial statementsAgent’s reasonable satisfaction (i) that the operations of the Borrowers and their respective Subsidiaries comply with applicable environmental, instrumentshealth and safety statutes and regulations; (ii) that such operations are not the subject of any federal, resolutionsstate or local investigation evaluating the need for remedial action, documentsinvolving a material expenditure, agreements, certificates, opinions to respond to a release or threatened release of any toxic or hazardous waste or substance in the environment; and other items set forth on the “Closing Checklist” delivered (iii) that no Borrower has any contingent liability deemed material by the Agent in connection with any release or threatened release of any toxic or hazardous waste or substance into the environment. (z) The Agent shall be reasonably satisfied that the Borrowers will be able to meet their obligations under all employee and retiree welfare plans, that each Borrower’s employee benefit plans are, in all material respects, funded in accordance with the minimum statutory requirements, that no material “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and that no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (aa) The Agent shall have received blocked account agreements, each in form and substance satisfactory to the Borrower prior Agent, with respect to such bank accounts of the Loan Parties as requested by the Agent. (bb) The Agent shall have received the Intercreditor Agreement, duly executed by the parties thereto, and the Agent shall be satisfied with the terms and conditions thereof, including, but not limited to, the subordination provisions contained therein, whereby the security interests securing the Senior Secured Debt will be subordinated in right of priority and payment, in all circumstances, to the Closing DateAgent’s Liens. (cc) The Borrowers shall have satisfied such other conditions precedent reasonably requested by the Agent. The acceptance by the Borrower Borrowers of any Revolving Loans made on the Closing Date or the issuance of any Letters of Credit issued or Credit Support on the Closing Date shall be deemed to be a representation and warranty made by the each Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit or Credit Support have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the such Borrower, dated as of the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender or waived by such Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the any Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers and their Subsidiaries shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers and their Subsidiaries before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower Borrowers and its their Subsidiaries except Permitted Liens. (gf) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hg) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ih) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (ji) All proceedings taken in connection with the execution of this Agreementthe Loan Documents, the Term Loan Documents, the Senior Notes Note Documents, the Securitization Unwind Documents, all other Loan Acquisition Documents and all documents documents, agreements and papers instruments relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kj) The Agent shall have received evidence satisfactory to it that the Borrower Borrowers received at least $165,000,000 200,000,000 in loan proceeds from the issuance of the Senior Notes (less fees, costs applicable original issue discount) pursuant to the Term Loan Documents and expenses associated with such issuanceat least $250,000,000 in loan proceeds (less applicable original issue discount) pursuant to the Senior Note Documents Documents, in each case which shall be in form and substance satisfactory to Agent. (lk) The Acquisition Documents shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Documents, and the Acquisition Documents shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and Omnova shall not have consented to any action which would require the consent of Omnova under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Agent or Lenders in any material respect, in any such case without the prior written consent of the Agent. The Agent shall have received evidence received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to it that the Amended Agent of the consummation of the Acquisition. (l) All governmental and Restated Credit Agreement, dated as third party approvals necessary in connection with the consummation of April 12, 2001, among the Borrowertransactions contemplated by the Acquisition Documents, the lenders party thereto Term Loan Documents, the Senior Note Documents and the agent named therein Loan Documents and the continuing operations of the Borrowers and their subsidiaries (including shareholder approvals, if any) shall have been terminatedobtained on satisfactory terms and shall be in full force and effect, and all indebtednessapplicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, liabilities and obligations outstanding thereunder prevent or otherwise impose adverse conditions on any of the transactions contemplated hereby. (m) The Acquired Business Existing Indebtedness shall have been paid in full and all liens, if any, granted thereunder Liens securing such Debt shall have been terminated or released. (mn) Agent On the Closing Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall have received evidence satisfactory be true and correct to it that the Securitization Unwind occurredextent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement. (no) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the each Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner reasonably satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower and its Subsidiaries shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower and its Subsidiaries before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received an ALTA title policy for each of the Kansas properties, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC UCC, the PPSA, the Personal Property Securities Acts of the provinces of Canada or the CCQ, as applicable, in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements, PPSA Termination Statements or Termination Statements relating to the Personal Property Securities Acts of the provinces of Canada and all jurisdictions that Agent may deem necessary and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and its Subsidiaries and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower prior to the Closing Date. (m) The Borrower and its Subsidiaries shall have obtained an Inventory Disposition Agreement in the form attached hereto as Exhibit G or such other form otherwise acceptable to Agent ("Inventory Disposition Agreement") from each licensor for which Borrower or its Subsidiaries has an existing License Agreement to sell Inventory and which is listed on Schedule 6.12. To the extent such Inventory Disposition Agreements have not been received, Inventory governed by the License Agreements for which such Inventory Disposition Agreement is to be executed shall not be included in Eligible Inventory or Eligible In-Transit Inventory except at Agent's discretion. (n) The Agent shall have received an executed Blocked Account Agreement that provides for the collection and remittance of all proceeds of Accounts and other collections to Agent on a daily basis at all times after the occurrence of an Activation Event and notice of the same to the Clearing Bank to be applied against the outstanding balance of the Revolving Loans, in form and substance acceptable to Agent. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower and its Subsidiaries to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, and the obligation of the Administrative Agent to cause the Vendor Inventory Financing Administrator to provide Vendor Inventory Financing on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent Co- Agents and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) All documents listed in the Schedule of Documents (including the Revolving Notes) to be delivered on or before the Closing Date shall have been delivered in form and substance reasonably acceptable to the Co-Agents and the Lenders. (c) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall would have Availability of at least in an amount no less than $15,000,00010,000,000. (cd) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (de) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and made, the Letters of Credit to be issued and the Credit Support to be in place on the Closing Datesuch date. (ef) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fg) The Administrative Agent and the Lenders shall have received title policies, in form and substance acceptable to the Co-Agents, with respect to the Mortgages. (h) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Administrative Agent’s Liens's Lien; and (ii) either (A) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens, or (B) a payoff letter from the Borrower's existing lender confirming such lender's commitment to deliver such Termination Statements on terms satisfactory to Co- Agents. (gi) The Borrower shall have paid all fees and expenses of the Agent Co-Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hj) The Agent Co-Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentCo-Agents, of all insurance coverage as required by this Agreement. (ik) The Agent Co-Agents and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent Co-Agents and the Lenders in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent Co-Agents and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or made, Letters of Credit issued issued, or Vendor Inventory Financing provided, on the Closing Date Date, shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent Co-Agents and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.110.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,00020,000,000.00. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (f) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Administrative Agent’s 's Liens; and; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens; and (iii) the Fee Letter, duly executed by the Borrower. (g) The Borrower shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Administrative Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (i) The Administrative Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Administrative Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender:Lender (if and to the extent that such conditions precedent were not previously satisfied in connection with the Original Credit Agreement): (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party hereto or thereto and the Borrower Obligated Parties shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents or therein which are required to be performed or complied with by the Borrower Obligated Parties on or before or on such the Closing Date. Without limiting the generality of the foregoing, the Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and the Lenders: (i) certified copies of the certificate of incorporation, certificate of limited partnership, or comparable organizational document of each Obligated Party, with all amendments, if any, certified by the appropriate Governmental Authority of the jurisdiction of each Obligated Party’s organization or formation, and the bylaws, regulations, operating agreement, limited partnership agreement, or similar governing agreement or document of each Obligated Party, in each case certified by the corporate secretary, general partner, or comparable authorized representative of such Obligated Party, as applicable as being true and correct and in effect on the Closing Date; AMENDED AND RESTATED CREDIT AGREEMENT (ii) certificates of incumbency and specimen signatures with respect to each individual authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Obligated Party, and any other individual executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of each Obligated Party, and certificates evidencing the good standing of each Obligated Party in the jurisdiction of its organization and in each other jurisdiction in which it is required to be qualified as a foreign business entity to transact its business as presently conducted; (iv) certified copies of all action taken by each Obligated Party and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents to authorize the execution, delivery, and performance of this Agreement, the other Loan Documents, and, with respect to the Borrowers, the Borrowings and the issuance of Letters of Credit; (v) a certificate of each Obligated Party signed by a Responsible Officer: (A) stating that all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Closing Date, after giving effect to the Loans to be made at such time and the application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists, (C) specifying the account of the Borrowers which is the Designated Account, and (D) certifying as to such other factual matters as may be reasonably requested by the Agent; (vi) with respect to any Letter of Credit to be issued, all documentation required by Section 1.4, duly executed; (vii) an Amended and Restated Revolving Loans Note, payable to the order of each Lender in the amount of its Revolving Loans Commitment, duly executed and delivered by each Borrower, complying with the requirements of Section 1.2(b); (viii) UCC financing statements with respect to the Collateral as may be requested by the Agent, duly authorized by the respective Obligated Parties, in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens therein and AMENDED AND RESTATED CREDIT AGREEMENT acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC in each jurisdiction the Agent deems necessary or desirable in order to perfect the Agent’s Liens; (ix) duly executed UCC termination statements or assignments and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the property of the Obligated Parties except Permitted Liens; (x) the Borrower Security Agreement duly executed and delivered by each of the Borrowers, a Guarantor Security Agreement duly executed and delivered by each of the Guarantors, and a Pledge Agreement executed by each Borrower or other Obligated Party that owns any Capital Stock of any Obligated Party; (xi) a Guaranty Agreement executed by each of the Guarantors; (xii) each landlord’s or mortgagee’s waiver and consent agreement or subordination and consent agreement required to be provided pursuant to Section 7.27; (xiii) each Blocked Account Agreement duly executed as requested by the Agent; (xiv) signed opinions of counsel for the Obligated Parties, opining as to such matters in connection with the transactions contemplated by this Agreement as the Agent may reasonably request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel; (xv) satisfactory evidence that all filings, consents, or approvals with or of the shareholders of any Obligated Party, any Governmental Authority, or any other third party have been made or obtained, as applicable; (xvi) the audited financial statements of the Parent and its Subsidiaries as of and for the Fiscal Year ended September 30, 2003 and the related report of the Parent’s independent certified public accountants, and the unaudited financial statements of the Parent and its Subsidiaries as of and for the year ended September 30, 2004; (xvii) the Ratification and Confirmation Agreement; (xviii) such modifications to the existing Mortgages, and endorsements to the existing mortgagee’s policies of title insurance relating thereto and relating to the extension of the Stated Termination Date, as the Agent may require; and (xix) such other documents and instruments as the Agent or any Lender may reasonably request. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing exist or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date.issued. AMENDED AND RESTATED CREDIT AGREEMENT (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (je) All proceedings taken by the Obligated Parties in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kf) The Without in any way limiting any term or provision of the Borrower Security Agreement, the Agent shall have received evidence satisfactory any warehouse receipts, consent and control agreements, subordination agreements, or other documentation the Agent determines in its sole discretion are necessary to it that perfect the Borrower received at least $165,000,000 Agent’s Liens in proceeds from any Inventory or other Collateral in the issuance possession of the Senior Notes (less feesany warehouseman, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agentbailee, or similar Person. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (ng) Without limiting the generality of the items described above, each of the Obligated Parties and each other Person guaranteeing or securing payment of the Obligations shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered required by the Agent and the Lenders. (h) The Agent shall be satisfied that none of the Obligated Parties are involved in any offering, placement, or arrangement of any debt securities or bank financing other than pursuant to the Borrower prior to the Closing Datethis Agreement. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Obligated Parties to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerObligated Parties, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Revolving Lenders to make the initial Revolving Loans and the Term Lenders to make the Term Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the each Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the such Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee and other fees payable hereunder on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,00010,000,000 in the aggregate for all Borrowers. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty shall have been true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the any Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form scope and substance reasonably satisfactory to the Administrative Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lendertheir respective counsel.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Collateral Agent to cause the Letter of Credit Issuer to issue issue, and the Letter of Credit Issuer to issue, any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans waived in writing in a manner satisfactory to the Agent Agents and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance all fees due on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations currentcurrent (and after deducting from the applicable Borrowing Bases all other fees and expenses incurred by the Borrowers in connection with the closing of this Agreement that are not paid at closing), the Borrower Borrowers shall have Excess Availability of at least $15,000,00012,000,000, M▇▇▇▇▇ Excess Availability of at least $6,000,000, and RoadOne Excess Availability of at least $6,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent Agents and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Agent Agents or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the AgentAgents, the Lenders, and their respective counsel. (f) The Collateral Agent shall have received title policies, in form and substance acceptable to the Collateral Agent, with respect to the Mortgages, or, in the Collateral Agent’s discretion, commitments for the issuance of such title policies containing only such exceptions as may be acceptable to the Collateral Agent and the Lenders, and such other items with respect to the Mortgages as the Collateral Agent deems appropriate, including such surveys as the Collateral Agent may require, provided that no title policies, title commitments or surveys will be required with respect to any owned Real Estate with an appraised fair market value of less than $150,000. (g) The applicable Borrowers shall have entered into the Junior Credit Agreement, in form and substance acceptable to the Agents and the Lenders, with the other parties thereto. (h) The Collateral Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens (or, in the Collateral Agent’s sole discretion, proper financing statements in appropriate form for filing under the UCC of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and); (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Collateral Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens; (iii) the duly executed and delivered Custodial Administration Agreement, together with confirmation satisfactory to the Collateral Agent, in accordance with the terms thereof, that the Custodial Administrator holds in its possession all of the Existing Certificates of Title and that each such Existing Certificate of Title notes the Lien of the Existing Titled Collateral Agent as the only Lien thereon; (iv) landlord’s waiver and consent agreements, in form and substance satisfactory to the Collateral Agent, duly executed on behalf of each landlord of real property on which any books and records or computer hardware or software relating to Accounts is located; (v) such Blocked Account Agreements as shall be required by the Collateral Agent duly executed by the Borrowers and Clearing Bank with respect to each of the bank accounts identified on Schedule 6.27 as being subject to a Blocked Account Agreement; and (vi) the Subordination Agreement, duly executed by the parties thereto, in form and substance satisfactory to the Agents and the Lenders. (gi) The Borrower Borrowers shall have paid all fees and expenses of the Agent Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hj) The Agent Agents shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentAgents, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent Agents and the Lenders. (kl) The Collateral Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from duly executed and delivered Profiles Company Agreement. (m) The Agents’ receipt of (i) draft financial statements for the issuance of fiscal year ended April 30, 2001, as prepared by the Senior Notes (less feesBorrowers’ certified public accountants, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agentthe Agents, which financial statements shall evidence EBITDA of at least $18,500,000 for the fiscal year ended April 30, 2001, and (ii) internally prepared financial statements for the fiscal quarter ended April 30, 2001, in form and substance satisfactory to the Agents, which financial statements shall evidence EBITDA of at least $5,000,000 for the fiscal quarter ended April 30, 2001. (ln) The Collateral Agent shall have received evidence satisfactory to it that (i) a duly executed original of the Amended Intercompany Security Documents Assignment, and Restated Credit Agreement, dated as (ii) a certified copy of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedIntercompany Security Documents. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (no) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agents (in form and substance reasonably satisfactory to the Agent) Agents), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Administrative Agent (or its counsel) to the Borrower Borrowers’ Agent (or its counsel) prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied (unless waived in writing by the Lenders), with the same effect as delivery to the Agent Agents and the Lenders of a certificate signed by a Responsible Officer of the BorrowerParent, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent Agents or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party, as applicable, shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs costs, and expenses then payable under this Agreement) ), and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000150,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Revolving Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of received financing statements or amendments in proper financing statementsform for filing, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees fees, including the amounts owing as of the Closing Date under the Fee Letter, and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) Each Loan Party shall have established all of its domestic Deposit Accounts at the Bank or shall have entered into Blocked Account Agreements (on terms acceptable to the Agent) with respect to all domestic Deposit Accounts not established at the Bank other than immaterial local accounts of the Loan Parties (the “Local Accounts”) so long as the amount of funds on deposit in such accounts does not exceed $1,000,000 in the aggregate at any time. (k) Since December 31, 2013, no event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect. (l) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to the Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedFinancial Statements. (m) Agent shall have received evidence Evidence satisfactory to it the Lenders that no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the Securitization Unwind occurredexecution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those already obtained, (ii) the filing of UCC financing statements, and (iii) the filing of the Copyright Security Agreements and the Patent and Trademark Agreements, if any. (n) The Lenders are satisfied with the environmental matters concerning the Loan Parties. (o) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower Westlake prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied or waived, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer on behalf of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender, unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection with respect to the foregoing clause (i), (ii), or (iii).

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner reasonably satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Parent Guarantor and the Subsidiaries shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Parent Guarantor and the Subsidiaries before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,000100,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true correct and correct complete as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Parent Guarantor and its the Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received ALTA title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements UCC termination statements and such other instruments, in form and substance reasonably satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Parent Guarantor and its the Subsidiaries except Permitted Liens. (gh) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunitycompleted their business, legal and collateral due diligence, including (i) if they so choose, to examine choose an examination of the books of account and other records and files of the Borrower Parent Guarantor and the Subsidiaries and the opportunity to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects, (ii) an inspection of each of the locations where the Inventory is located, the results of which shall be satisfactory to the Agent, and (iii) a review of the Borrower Parties' material contracts. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kl) The Agent shall have received a phase-I or phase-II environmental report with respect to each parcel of Real Estate Collateral (other than the North Carolina Real Estate Collateral), and the environmental consultants retained for such reports, the scope of the reports, and remediation costs and procedures, if any, and the results thereof shall be reasonably acceptable to Agent and its counsel. (m) The Agent shall have received a landlord waiver, bailee letter, or acknowledgement agreement from any lessor, warehouseman, processor, consignee, or other Person in possession of, having a lien upon, or having rights or interests in the Borrowers' Inventory or Equipment. (n) The Agent shall have a notice from the Administrative Borrower setting forth the Designated Account. (o) The Agent shall have received an appraisal of the Real Estate Collateral (other than the North Carolina Real Estate Collateral), the results of which shall be satisfactory to the Agent and the Lenders. (p) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall following have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower occurred prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that : (i) all conditions precedent in this Section 8.1 have been fulfilled to Anda Consumer Products, Inc. has merged into Anda, Inc. and Anda, Inc. is the satisfaction of such Lender, surviving Person; (ii) Andrx Pharmaceuticals (NJ), Inc. has merged into Andrx Florida and Andrx Florida is the decision of such Lender surviving Person or Andrx Pharmaceuticals (NJ), Inc. has dissolved and its assets have been distributed to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and Andrx Florida; (iii) all documents sent Andrx Pharmaceuticals Sales, Inc. has merged into Andrx Florida and Andrx Florida is the surviving Person or Andrx Pharmaceuticals Sales, Inc. has dissolved and its assets have been distributed to such Lender for approval consent, or satisfaction were acceptable to such Lender.Andrx Florida;

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Initial Lender: (a) This Agreement All of the DIP Financing Documents (other than Mortgages and loss payable endorsements to be delivered on a post-closing basis pursuant to Section 7.26(b) hereof and control agreements to be delivered on a post-closing basis pursuant to Section 3(b) of the other Loan Documents Security Agreement) shall have been executed in form and delivered substance satisfactory to Administrative Agent and the Lenders by each party thereto and accepted by Administrative Agent and the Borrower Initial Lenders and the Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan DIP Financing Documents which that are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan DIP Financing Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (d) The Financing Order shall have been entered after proper notice and a hearing based upon testimony and other evidence presented at the hearing that is acceptable to Administrative Agent and the Initial Lenders in all respects, shall have been consented to on the record at the hearing thereon by the Pre-Petition Revolving Lenders, the Pre-Petition Revolving Credit Agent and the Bond Trustee, shall have become a Final Order and shall be in full force and effect. (e) The Borrowers shall have received, and there shall be in full force and effect on the Closing Date, an Asset Purchase Commitment from the Proposed Purchaser for the purchase of all or substantially all of the assets of the Borrowers for a purchase price payable in cash and in an amount acceptable to Administrative Agent and the Initial Lenders in their sole discretion and containing other terms and conditions satisfactory to Administrative Agent and the Initial Lenders in their sole discretion. (f) All of the "first day orders" presented to the Court at or about the time of the commencement of the Chapter 11 Cases (including orders with respect to maintenance of Borrowers' cash management system) shall be satisfactory in form and substance to Administrative Agent and the Initial Lenders. (g) Administrative Agent and the Initial Lenders shall have received such opinions of counsel for the Borrower Borrowers and its Subsidiaries Subsidiary Guarantors as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (fh) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statementsconfirmed that Administrative Agent's Liens are valid, duly filed on or before the Closing Date under the UCC of all jurisdictions perfected, first priority Liens, and that the Agent may deem necessary or desirable in order Collateral is not subject to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such any Liens other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except than Permitted Liens. (gi) The Borrower Borrowers shall have paid (or made adequate provision for the payment on the Closing Date of) all fees and expenses of the Agent Agents and the Attorney Costs incurred in connection with any of the Loan DIP Financing Documents and the transactions contemplated thereby to the extent invoicedsuch fees, expenses and Attorney Costs have been invoiced as of the Closing Date. (hj) The Administrative Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (ik) The Administrative Agent and the Initial Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all Agreement and each other Loan Documents DIP Financing Document and all documents and papers relating hereto or thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (km) Administrative Agent and the Initial Lenders shall have reviewed and found acceptable the Budget. (n) The Court shall have entered an order for the joint administration of the Chapter 11 Cases. (o) No order shall have been entered by the Court (i) for the appointment of a trustee or examiner with enlarged powers substantially similar to those of a trustee, or (ii) converting any of the Chapter 11 Cases to a Chapter 7 case or dismissing any of the Chapter 11 Cases or (iii) terminating prior to any expiration date the Borrowers' exclusive time period to file a plan of reorganization or liquidation and, with respect to clauses (i) through (iii) above, no such order shall have been requested by the Borrowers. (p) Cone Mills shall have entered into the Receivables Purchase Termina▇▇▇▇ Agreement, and Administrative Agent shall have received evidence from GE Capital and Cone Receivables such assurances as Administrative Agent deems satisfactory to it that that, contemporaneously with the Borrower received at least $165,000,000 in proceeds from the issuance funding of the Senior Notes initial Revolving Loans (less feesafter giving effect to any portion of the initial Revolving Loans to be remitted to GE Capital or Cone Receivables), costs and expenses associated with such issuance) pursuant to all of the Senior Note Documents which shall conditions precedent contained in Section 6 of the Receivables Purchase Termination Agreement will be in form and substance satisfactory to Agentsatisfied. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (nq) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Administrative Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied (unless and to the extent waived by Administrative Agent in writing with the consent or at the direction of the Majority Lenders), with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation obligations of the Lenders to make the initial Revolving Loans on or after the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any a Letter of Credit on or after the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Obligated Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which that are required to be performed or complied with by the Borrower Obligated Parties before or on such the Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Obligated Parties, their Subsidiaries and its Subsidiaries any other obligors on the Obligations as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed authorized UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Obligated Parties, their Subsidiaries and its Subsidiaries all other Collateral except Permitted Liens. (gf) The Borrower Obligated Parties shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hg) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ih) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Obligated Parties and to make copies thereof, and to conduct a pre-closing audit which that shall include, include without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (ji) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, and all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (j) The Agent shall have received a reaffirmation of each of the documents or instruments executed in connection with the Original Credit Agreement or the Amended and Restated Credit Agreement, or has received a replacement therefor, in either case, duly executed and delivered by an authorized officer of each party thereto, and in form and substance satisfactory to the Agent. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds an executed Revolving Loan Note from the issuance Obligated Parties for each of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant Lenders to the Senior Note Documents which shall be in form and substance satisfactory to Agentreflect their respective Commitments. (l) Agent The Obligated Parties shall have received evidence satisfactory delivered to it that the Amended and Restated Credit Agreement, dated as Agent an executed original of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedFee Letter. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Obligated Parties shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth herein and on the “Closing Checklist” delivered by the Agent to the Borrower on and prior to the Closing Date, together with any other documents or other items reasonably requested by the Agent or any Lender. The acceptance by the Borrower of any Loans made or Letters of Credit issued on or after the Closing Date shall be deemed to be a representation and warranty made by the Borrower Obligated Parties to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerOfficer, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that that: (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, ; (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, ; and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,00010% of the lesser of (i) the Maximum Revolver Amount and (ii) the Borrowing Base. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received ALTA title policies, in form and substance reasonably acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kl) The execution and delivery, in form and substance acceptable to the Agent and its counsel, of landlord waivers for those properties held by the Borrower as lessee or sublessee as set forth in Schedule 6.11. (m) No Material Adverse Effect shall have occurred (in the Agent’s sole opinion) and no change, occurrence or development shall have occurred which the Agent determines (in its sole opinion) could have a Material Adverse Effect. (n) No material adverse change shall have occurred in, and no material disruption shall have occurred of, the financial, banking or capital markets which the Agent, in its sole discretion, deems material in connection with the syndication of this Agreement, which is then continuing. (o) The Agent shall have received, each in form and substance satisfactory to the Agent, (i) a pro forma balance sheet of the Borrower dated as of May 31, 2002, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of the Borrower previously delivered to the Agent, and (ii) interim financial statements for the Borrower as of a date not more than thirty (30) days prior to the Closing Date. (p) The Agent shall have received evidence to its satisfaction that the Borrower is adequately capitalized, that the fair saleable value of the Borrower’s assets will exceed its liabilities at closing, and that the Borrower will have sufficient working capital to pay its debts as they become due. (q) The Borrower shall have obtained all governmental and third party lessor consents and approvals as may be necessary or appropriate in connection with the Loan Documents, the Recapitalization and the Transactions contemplated thereby, and all waiting periods under all Requirements of Law shall have expired without any adverse action. No other consents or approvals will be necessary or appropriate in connection with the foregoing other than those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (r) The form and terms of the Recapitalization Agreement and the other Transaction Documents shall be satisfactory in all respects to the Lenders, and the Recapitalization shall be consummated concurrently with the making of the initial Loans on the Closing Date. (s) All Adjustment Indebtedness shall have been repaid in full (or the Agent shall have received evidence satisfactory to it that such Adjustment Indebtedness will be paid concurrently with the Borrower received at least $165,000,000 in proceeds from initial Loans), and the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that termination statements or other releases of all Liens on the Amended and Restated Credit Agreement, dated as assets of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedBorrower other than Permitted Liens. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (nt) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit set forth in Sections 8.1(a) (as to the Borrower), (b), (c), (d), (h) and (k), and in Section 8.2 have been satisfied, satisfied with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution In reliance on any representations and warranties deemed made by the Borrower pursuant to the preceding paragraph, execution and delivery by the Agent or to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by the Agent or such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of the Agent or such Lender, as the case may be, or waived in accordance with this Agreement, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to the Agent or such Lender for approval consent, or satisfaction were acceptable to the Agent or such Lender, as the case may be.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to Section 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall would have Availability in an amount no less than $5,000,000, after giving effect to all transactions to occur on the Closing Date and after deducting the amount of at least $15,000,000accounts payable more than thirty (30) days past due. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent and the Lenders shall have received title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and's Lien in all Collateral; (ii) duly executed UCC-3 Termination Statements for any Lien which is not Permitted Lien, and duly executed UCC Assignment Statements as described in the Loan Assignment Agreement, and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Loan Parties except Permitted Liens; and (iii) certificates representing all Capital Stock of the Subsidiaries of the Parent Guarantor, together with assignments separate from such certificates undated and executed in blank and voting proxies executed in blank, and all promissory notes representing any intercompany Debt between the Parent Guarantor and any of its Subsidiaries, together with endorsements separate from such promissory notes undated and issued in blank. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) The Prior Credit Agreement, and any and all extensions of credit thereunder, shall have been assigned to the Lenders, all Obligations of the Parent Guarantor or any of its Subsidiaries thereunder shall have been paid in full, except the principal thereof which shall have been assigned to the Lenders, all Liens securing the Prior Credit Agreement, and any and all extensions of credit thereunder, shall have been assigned to the 104 Agent and the Agent shall have received the cross-receipt, UCC assignments, mortgage assignment and other instruments provided for in the Loan Assignment Agreement or otherwise as the Agent may reasonably request and in form and substance satisfactory to the Agent. (l) The Agent and the Lenders shall have received copies certified as being correct and complete of all documentation related to the Senior Notes, the Subordinated Debt and the Material License Agreements and such documentation shall be satisfactory to the Agent and the Lenders in all respects. (m) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kn) The Agent No Material Adverse Effect shall have received evidence satisfactory to it that occurred since the Borrower received at least Financial Statements dated December 31, 1998. In addition, Borrowers' EBITDA shall not be less than a negative (-) $165,000,000 in proceeds from 1,700,000 on a cumulative basis for the issuance first fiscal quarter of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date1999. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,0009,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of Holdings, the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced.. 41 (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kl) The Borrower shall execute and deliver an interest rate Hedge Agreement with respect to at least $25,000,000 of the Loans, in form and substance acceptable to Agent. (m) The Agent shall have received evidence satisfactory an executed Blocked Account Agreement that provides for the collection and remittance of all proceeds of Accounts and other collections to it that Agent on a daily basis to be applied against the Borrower received at least $165,000,000 in proceeds from the issuance outstanding balance of the Senior Notes (less feesRevolving Loans, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory acceptable to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) on the Closing Date and with all its obligations current, the Borrower shall would have Availability of at least in an amount no less than $15,000,00050,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date as if made on such date (except representations and warranties which are made as of a specified date shall only be required to be true and correct in all material respects as of such specified date). (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment duly executed copies of proper financing statements, duly filed on or before the Closing Date suitable for filing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements [Intentionally Omitted] (iii) Certified copies of resolutions of the Board of Directors of the Borrower approving (A) the execution and such other instrumentsdelivery of the Loan Documents to which the Borrower is a party, (B) the performance of the Obligations incurred by the Borrower under Loan Documents to which it is a party, and (C) the consummation of the transactions contemplated by the Loan Documents; (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower, authorized to sign the Loan Documents; (v) A copy of the Certificate of Incorporation of the Borrower, certified by the Secretary of State of the State of incorporation as of a recent date; (vi) A copy of the Bylaws of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, as of the date of this Agreement as being accurate and complete; (vii) A Certificate of the Secretary of State of the State of incorporation for the Borrower certifying that the Borrower is in form good standing as of a recent date; and (viii) A pro forma balance sheet of the Borrower dated as of April 30, 1998 (which balance sheet shall reflect no material adverse changes from the Borrower's most recent pro forma balance sheet previously delivered to the Agent). (g) There shall have occurred no material adverse change (as determined by the Agent in its reasonable discretion) in (i) the assets, books and substance records of the Borrower since June 15, 1998; (ii) in the business, operations, profits of the Borrower since March 31, 1998. (h) The Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the Borrower has materially met the financial performance projections (taken as a whole) previously provided to the Agent dated November 13, 1997 (including the revised projections, provided in May 1998, of Capital Expenditures in the amount of $45,000,000 in fiscal year 1998). (i) All documentation relating to the Securitization Facility that GECC is a party to shall be reasonably satisfactory to the Agent. (j) Except as previously disclosed by the Borrower to the Agent or in filings with the Securities and Exchange Commission, as there shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Agent's reasonable judgment (i) could be necessary expected to terminate and satisfy all Liens have a material adverse effect on the assets business, condition (financial or otherwise), operations, performance, or properties of the Borrower and its Subsidiaries except Permitted Liensor which could impair Borrower's ability to perform satisfactorily under this Agreement. (gk) The Agent shall have received copies of all consents or approvals of any Governmental Authority or other Person which the Agent reasonably determines is required in connection with the transactions contemplated by this Agreement. (l) The Borrower shall have paid all reasonable fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedinvoiced and to the extent the Borrower is obligated to pay such fees and expenses under Section 15.7 and pursuant to the Fee Letter. (hm) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (in) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jo) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit set forth in Section 10.2 have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, Date and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are are, in each case, subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents to be delivered on the Closing Date shall have been executed and delivered by each party thereto and the Borrower each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower such Loan Party before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000[Intentionally Omitted]. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty shall have been true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the any Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Administrative Agent or any Lender shall reasonably request, each such opinion to be in a form, scope, scope and substance reasonably satisfactory to the Administrative Agent, the Lenders, Lenders and their respective counsel. (f) The Administrative Agent shall have received: (i) acknowledgment copies of proper each document (including, without limitation, any Uniform Commercial Code financing statements, duly filed on statement or before the Closing Date similar financing statement under the UCC PPSA and the Civil Code of all jurisdictions that Quebec) required by the Security Documents or any other Loan Document or reasonably requested by the Administrative Agent may deem necessary to be filed, registered or desirable recorded in order to perfect create in favor of the Administrative Agent’s , for the benefit of the Administrative Agent and the Lenders, a perfected Lien on the Collateral of Foamex Canada, prior and superior in right to any other Person (other than only Specified Liens); and (ii) duly executed UCC-3 Termination Statements the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings, PPSA filings, filings made with the Register of Personal and Movable Real Rights of Quebec and filings made pursuant to other applicable laws or statutes to perfect a security interest in Collateral of a Loan Party made with respect to each of the Loan Parties in the state or other jurisdiction of incorporation or organization of such Loan Party and in which Uniform Commercial Code filings, PPSA filings, Quebec Register of Personal and Movable Real Rights registrations or filings made pursuant to other instrumentsapplicable laws or statutes to perfect a security interest in Collateral of a Loan Party have been made against any Loan Party. (g) The Administrative Agent shall have received a copy of the certificate or articles of incorporation or other constitutive documents, in each case amended to date, of each of the Loan Parties, certified as of a recent date by the Secretary of State or other appropriate official of the state, province or other jurisdiction of its organization and dated as of a recent date; a certificate of the Secretary of each of the Loan Parties, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such Loan Party's By-laws, partnership agreement or limited liability company agreement, as the case may be, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such Loan Party's Board of Directors (or in the case of a Loan Party that is not a corporation, the equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such Loan Party's certificate or articles of incorporation or other constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished below in clause (h) of this Section, and (D) as to the incumbency and specimen signature of each of such Loan Party's officers executing this Agreement or any other Loan Document delivered in connection herewith or therewith, as applicable; a certificate of another of such Loan Party's officers as to incumbency and signature of its Secretary. (h) The Administrative Agent shall have received certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state, province or other jurisdiction of incorporation or organization and in each other jurisdiction in which qualification is necessary in order for such Loan Party to own or lease its property and conduct its business, except to the extent the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received evidence that all requisite governmental and third party consents and approvals (including, without limitation, consents with respect to each Loan Party) to the transactions contemplated by this Agreement and the other Loan Documents have been obtained and remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any of the Loan Documents or any of the transactions contemplated thereby. (j) The Administrative Agent and the Lenders shall have completed a due diligence investigation of each Loan Party and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders and shall have been given such access to the management, records, books of account, contracts and properties of the Loan Parties and their respective Subsidiaries and shall have received such financial, business and other information regarding the Loan Parties and their respective Subsidiaries as they shall have requested and all other related documentation regarding contingent liabilities (including, without limitation, tax matters, environmental matters (including Phase I environmental reports), obligations under ERISA and welfare plans), collective bargaining agreements and other arrangements with employees. (k) [Intentionally Omitted]. (l) [Intentionally Omitted]. (m) In the good faith judgment of the Administrative Agent and each Lender, no Material Adverse Effect shall have occurred since delivery of the audited financial statements for the Fiscal Year ended January 2, 2005. (n) Except for the Chapter 11 Case and the Canadian Case, there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that, in the reasonable judgment of the Administrative Agent and each Lender, would (i) reasonably be expected to have a Material Adverse Effect or (ii) affect this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby in a manner material and adverse to the Lenders or impair the Loan Parties' ability to perform their obligations thereunder. (o) Each Borrower and Foamex Canada shall have established one or more Payment Accounts and related lock-box services for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Administrative Agent and shall instruct each Account Debtor to make all payments directly to a Payment Account or to the address established for such lock-box service and shall provide evidence to the Administrative Agent, reasonably satisfactory to the Administrative Agent, that such instructions have been given. (p) The Administrative Agent and each Lender shall have received and been satisfied with the interim financial statements referenced in Section 6.6(a) and the Initial DIP Projections (which shall demonstrate the Loan Parties' ability to comply with the financial covenants set forth in this Agreement), each to be in form and substance satisfactory to the AgentAdministrative Agent and each Lender. Additionally, the Administrative Agent and each Lender shall have received and been satisfied with the cash flow forecast for the Loan Parties for the 13 week period commencing on September 19, 2005 giving effect to the Chapter 11 Case and the Canadian Case (the "Initial Cash Flow Forecast"), such forecast to be attached hereto as Exhibit H. (q) The Administrative Agent and each Lender shall be necessary to terminate reasonably satisfied with the corporate and satisfy all Liens on the assets legal structure and capitalization of the Borrower Loan Parties and their Subsidiaries, including, without limitation, the charter, bylaws and other constitutive documents of each Loan Party and its Subsidiaries except Permitted Liensand each agreement and instrument relating thereto. (gr) To the extent requested, the Administrative Agent shall have received copies of each of the material agreements listed on Schedule 6.26, which agreements shall be satisfactory to the Administrative Agent and the Lenders. (s) The Borrower Administrative Agent shall have received a copy of the appraisals made for this transaction with respect to the Inventory, Equipment and owned Real Estate of each of the Loan Parties described therein. (t) The Administrative Agent shall be satisfied of the absence of any material disruption of or material adverse change in conditions in the financial, banking or capital markets that the Administrative Agent, in its discretion, deems material in connection with the syndication of the credit facility provided under this Agreement. (u) The Loan Parties shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedinvoiced (including, in any event, all fees set forth in the Fee Letter payable on the Closing Date). (hv) The Administrative Agent shall have received evidence, in form, scope, scope and substance, substance reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (iw) The Administrative Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseBase of each Borrower and Foamex Canada, and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects. (jx) All proceedings taken in connection with the execution of this Agreement, the Senior Notes all other Loan Documents, the Securitization Unwind Documents, all other Term Loan B Documents (to the extent executed on or prior to the Closing Date) and all documents and papers relating thereto shall be satisfactory in form, scope, scope and substance to the Administrative Agent and the Lenders. (ky) The Administrative Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesLenders Intercreditor Agreement duly executed by the Term Loan B Agent and the Loan Parties, costs and expenses associated with such issuance) pursuant intercreditor agreement to the Senior Note Documents which shall be in form and substance satisfactory to the Administrative Agent. (lz) [Intentionally Omitted]. (aa) [Intentionally Omitted]. (bb) The Filing Date shall have occurred not later than September 30, 2005. 66 (cc) Each of the Interim Financing Order and the CCAA Order shall have been entered by the Bankruptcy Court and the Canadian Bankruptcy Court, respectively, within three Business Days of the Filing Date (but in any event not later than the Closing Date), and the Administrative Agent shall have received evidence satisfactory to it that a copy of same, and each such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent prior written consent of the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the BorrowerAdministrative Agent, the lenders party thereto Majority Lenders and the agent named therein Foamex. (dd) No order shall have been terminatedentered or requested by any Person (i) for appointment of a trustee, a receiver or an examiner with enlarged powers with respect to any Loan Party or the operation of any Loan Party's business, properties or assets beyond those set forth in subsections 1106(a)(3) and 1106(a)(4) of the Bankruptcy Code, (ii) for the appointment of a trustee, receiver or interim receiver for the assets, property or undertakings of Foamex Canada, (iii) seeking any other relief in the Bankruptcy Court or the Canadian Bankruptcy Court to exercise control over Collateral with an aggregate fair market value in excess of $250,000 or (iv) to convert the Chapter 11 Case to a Chapter 7 case or to dismiss the Chapter 11 Case or the Canadian Case. (ee) All loans under the Prepetition Credit Agreement (including principal, accrued interest and fees) and all indebtedness, liabilities other obligations owing under the Prepetition Credit Agreement and obligations outstanding thereunder related documents shall have been paid in full, deemed paid in full or deemed refinanced with the proceeds of the initial Loans and all liens, if any, granted thereunder the commitments of the Prepetition Lenders under the Prepetition Credit Agreement shall have been releasedterminated. (mff) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred[Intentionally Omitted]. (ngg) Without limiting Any First Day Orders or other orders entered or to be entered at the generality time of commencement of the items described above, Chapter 11 Case or the Agent Canadian Case shall have received (be satisfactory in form and substance reasonably satisfactory to the AgentAdministrative Agent and the Majority Lenders and the order approving the Loan Parties' cash management system and maintenance of bank accounts shall have been entered together with such other First Day Orders that the Administrative Agent or the Majority Lenders require to be entered. (hh) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and The Loan Parties shall have satisfied such other items set forth on the “Closing Checklist” delivered conditions precedent reasonably requested by the Administrative Agent to or the Borrower prior to the Closing DateLenders. The acceptance by any of the Borrower Borrowers of any Loans made or any Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the each Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the such Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consentapproval, consent or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans waived in a manner satisfactory to the Agent and each LenderCo-Agents: (a) This Agreement and the other Loan Documents (other than the Borrowers' Ex-Im Agreement and other documents relating specifically to Ex-Im Bank Guaranteed Loans), shall have been executed and delivered by each party thereto and the each Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the such Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the fees or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,00050,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date except to the extent they relate specifically and only to an earlier date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent Co-Agents and the Lenders shall have received such opinions of counsel for the Borrower Parent and its Subsidiaries the other Borrowers as the Agent or any Lender Co-Agents shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, Co-Agents and their respective counsel. (f) The Agent shall have received ALTA title policies, in form and substance reasonably acceptable to Co-Agents, with respect to the Mortgages. (g) The Agent shall have received Documents evidencing and creating a Lien on the Collateral in favor of Agent for the benefit of the Lenders, subject only to the Liens identified in Section 6.2. (h) The Agent shall have received: (i) acknowledgment original copies of proper financing statements, duly filed executed by the Borrowers on or before the Closing Date under the UCC of all jurisdictions that the Agent Co-Agents may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Parent and its Subsidiaries the other Borrowers except Permitted LiensLiens and other Liens permitted pursuant to Section 7.18. (gi) The Borrower Borrowers shall have paid all fees and expenses of the Agent and Co-Agents including the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hj) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ik) The Agent and the Lenders Co-Agents shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders Co-Agents in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the LendersCo-Agents. (km) The Agent Borrowers shall have or shall have received evidence satisfactory to it that the Borrower received additional liquidity of at least $165,000,000 in proceeds 175,000,000 from one or more Liquidity Events, the issuance of the Senior Notes (less feesterms, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in amount, form and substance satisfactory of which must be acceptable to the Co-Agents. (n) The completion by Agent of its due diligence in connection with the Loan Documents, with the results thereof being acceptable to Agent. (lo) The execution by Agent shall have received evidence satisfactory to it that and Term Debt Lender of the Amended and Restated Credit Intercreditor Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (mp) Agent The Borrowers' shall have received evidence satisfactory no liability under the (i) Foreign Bank Guaranties and (ii) corporate Guaranties to it that the Securitization Unwind occurredbanks reflected on Schedule 8.1(p). (nq) Stock pledges in favor of Agent pursuant to documents approved by Co-Agents of the stock of the Borrowers other than the Parent. (r) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the each Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the each Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue be issued any Letter of Credit on the Closing Date and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower and LDM Canada shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower such Person before or on such Closing Date. (b) Upon After making the Revolving Loans and issuing Letters of Credit on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to Section 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all of its and LDM Canada's obligations currentpaid currently on a pro forma basis, the Borrower shall would have Revolver Availability of at least in an amount no less than $15,000,0005,000,000 based solely on Eligible Accounts. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made made, and the Letters of Credit to be issued issued, on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) [INTENTIONALLY OMITTED] (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC or PPSA of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; (ii) a copy of the LDM Canada Security Agreement, as duly recorded in Nova Scotia, Canada; and (iiiii) duly executed such UCC-3 Termination Statements Statements, PPSA Termination Statements, mortgage releases and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) The Agent and the Lender shall have received evidence, in form and substance satisfactory to the Agent and the Lenders in all respects, that the Borrower and LDM Canada have, as of the Closing Date, met the financial performance projections, dated as of December 18, 1996, previously delivered to the Agent. (l) No claim, action, suit, investigation, litigation or proceeding shall be pending or threatened (i) which is reasonably likely to be determined adversely to the Borrower or any Guarantor and which would have a Material Adverse Effect if so determined or (ii) which, in the judgment of the Agent on the Majority Lenders could materially and adversely effect the transactions contemplated hereby. (m) Copies of all filings, registrations, approvals, orders, authorizations, licenses, certificates, permits, consents, waivers and acknowledgments, including those of the requisite Governmental Authorities, required with respect to the execution and delivery, of this Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby, each in form and substance satisfactory to the Agent. (n) Evidence satisfactory to the Agent that on or prior to the Closing Date the Borrower has received net cash proceeds of $106,000,000 from the issuance of the Senior Subordinated Notes, which proceeds shall be available to fund, in part, the Acquisition, the terms and conditions of such Senior Subordinated Notes and the Indenture shall be in form and substance satisfactory to the Agent. (o) Evidence satisfactory to Agent that the Borrower and the Seller shall have consummated the transactions contemplated by the Acquisition Agreement in accordance with the terms set forth therein (which terms and conditions shall be satisfactory to the Agent and its counsel in all respects), and all documents required to be delivered pursuant to the Acquisition Agreement shall have been executed and delivered by the Persons specified therein, and the Borrower shall have furnished to the Agent a certified copy of the Acquisition Agreement and all exhibits and schedules thereto, as finally amended, and a certificate signed by the chief executive officer of the Borrower certifying that (i) the transactions contemplated by the Acquisition Agreement have been consummated in accordance with the Acquisition Agreement and no term or condition of the Acquisition Agreement has been amended, modified or waived except as set forth in the certified copy of the Acquisition Agreement provided to the Agent, (ii) any documents required to be filed to effect the Acquisition have been filed in accordance with applicable law, and (iii) neither the Borrower nor any of its Subsidiaries has failed to perform any material obligation or covenant required by the Acquisition Agreement to be performed or complied with by such Person on or before the Closing Date unless waived by the Seller, and the substance of such certificate shall be true and correct, and the Agent shall have received, on behalf of the Lenders, copies of the Acquisition Agreement and the other documents required to be delivered pursuant to the Acquisition -83- (p) All opinions delivered in connection with the Acquisition shall be addressed to the Agent and the Lenders or accompanied by a written authorization from the Person delivering such opinion stating that the Agent and the Lenders may rely on such document as though it were addressed to them. (q) The Agent shall have received a certificate executed by the chief financial officer of the Borrower in form and substance satisfactory to the Agent, dated the Closing Date, with respect to the value, Solvency and other factual information of, or relating to, as the case may be, of the Borrower and its Subsidiaries (on a consolidated basis) and LDM Canada, after giving effect to the Acquisition and the transactions contemplated by the Acquisition Agreement, this Agreement and the other Loan Documents. (r) Payoff letters, in form and substance satisfactory to the Agent, from each financial institution to the effect that the total amount under the Borrower's and LDM Canada's agreements with such institutions howsoever due and owing (whether as principal, interest or premium) shall be satisfied (and such agreement term issued) upon payment of an amount certain together with such lien releases and such other documents as the Agent may request. (s) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by the a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of to this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of to this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, Date are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower The Borrowers shall have Availability of at least $15,000,000paid the Closing Fee and Arrangement Fee. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of confirmation that proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; (ii) the certificates evidencing the stock (together with undated stock powers executed in blank) pledged under the Pledge Agreement; (iii) certified copies of resolutions of the Board of Directors of each Borrower authorizing or ratifying the execution, delivery and performance by such Borrower of the Loan Documents to which such Borrower is a party; and (iiiv) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets a certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party and, to borrow Loans under this Agreement, together with a sample of the true signature of each such officer (it being understood that the Agent and its Subsidiaries except Permitted Lienseach Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein). (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby thereby. Notwithstanding the foregoing provisions of clause (f)(i), if the financing statements required under clause (f)(i) have been filed only with respect to Collateral in Texas, Illinois and Florida, the Lenders will, subject to the extent invoiced. (h) The Agent shall have received evidenceother provisions hereof, make Loans not in form, scope, and substance, reasonably satisfactory to the Agent, excess of $10,000,000 at any time outstanding pending receipt of all insurance coverage as such other documents required by this Agreement. clause (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Datef)(i). The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerBorrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Obligors before or on such Closing Date. Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance any amounts due under the Fee Letter or otherwise as reimbursement for fees, costs and expenses then payable under this AgreementAgreement or any other Loan Document) and with all its obligations currentof the Obligors current in accordance with historical practices, the Borrower Availability shall have Availability of be at least $15,000,000150,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Obligors as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date statements in appropriate form for filing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, or duly executed payoff letters obligating the secured parties thereunder to provide such UCC-3 Termination Statements and instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Obligors except Permitted Liens. (g) The Borrower Obligors shall have paid all fees and expenses of the Agent and the Lenders and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedinvoiced with reasonably requested supporting information. (h) The Agent shall have received evidence, in form, scope, and substance, substance reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementAgreement and a lender’s loss payable endorsement naming Agent as lender’s loss payee, in form, scope and substance satisfactory to the Agent. (i) The Agent Agent, the Arranger and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Obligors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, Accounts and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall Since Mach 30, 2011, no event has occurred and is continuing which has had or could have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agenta Material Adverse Effect. (l) Agent shall have received evidence satisfactory to it that No Default or Event of Default exists under the Amended and Restated Existing Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent and each Lender shall have received evidence satisfactory to it that the Securitization Unwind occurredfinal credit approval. (n) The absence of any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the opinion of the Agent and Lead Arranger (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to materially and adversely affect the transactions contemplated by this Agreement. (o) Borrowers shall have obtained consents and approvals from all Governmental Authorities and other third parties that are necessary or appropriate in connection with this Agreement and the transactions contemplated by this Agreement, including any consent needed under the Senior Convertible Notes Indenture, if any. (p) Each of the Obligors is Solvent. (q) Without limiting the generality of the items described above, the Agent Obligors and each other Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent (or its counsel) to the Borrower PSS (or its counsel) prior to the Closing Date. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Obligors to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerOfficer, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (ix) all conditions precedent in this Section 8.1 9.1 have been fulfilled to the satisfaction of such Lender, (iiy) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.19.1, and (iiiz) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (e) Copies of the Subordinated Note Indenture, certified as true and correct by a Responsible Officer. (f) The Agent shall have received a payoff letter with respect to, or termination letter or other evidence of the termination of, the Securitization Facility and the Securitization Documents, and termination statements or other evidence of termination of any security interest granted in connection with the Securitization Facility, together with evidence of the sale or other transfer of any Accounts subject to the Securitization Facility to the Borrower, all in form and substance satisfactory to the Agent. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidencereceived, in form, scope, and substance, reasonably satisfactory to the Agent, evidence of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, upon reasonable request if they so choose, to examine the books of account and other records and files of the Borrower and its Subsidiaries and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, Accounts and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders Lender to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent Lender to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee, the Administrative Fee, or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,00012,000,000 if the Mortgage Conditions have been satisfied as of the Closing Date or $9,000,000 if the Mortgage Conditions have not been satisfied as of the Closing Data. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and Borrower shall have entered into an interest rate cap Hedge Agreement, on terms acceptable to the Lenders Lender, in the amount of at least $10,000,000. (f) The Lender shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the LendersLender, and their respective its counsel. (fg) The Agent Lender shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent Lender may deem necessary or desirable in order to perfect the AgentLender’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the AgentLender, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent Lender and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent Lender shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentLender, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders Lender shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders Lender in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to AgentLender. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Lender (in form and substance reasonably satisfactory to the Agent) Lender), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent Lender to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the each Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the each Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall Borrowers would have Availability of at least in an amount no less than $15,000,0005,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date unless specifically related to a different date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and made, the Letters of Credit to be issued and the Credit Support to be in place on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the each Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received preliminary title reports (or other satisfactory title and lien search results), in form and substance acceptable to Agent, with respect to owned Real Estate of the Borrowers. (g) The Agent shall have received: (i) acknowledgment copies (or other proof of the filing) of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and's Lien; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the each Borrower and its Subsidiaries except Permitted Liens; (iii) duly executed copies of all Subordinated Debt Documents, containing terms and conditions, including subordination terms, satisfactory to the Agent in its sole discretion, together with evidence that the Parent has received or will receive on the Closing Date at least $54,000,000 in the aggregate in cash proceeds from the issuance of the Senior Subordinated Exchange Notes; (iv) a duly executed copy of the Honeywell Buy Back Agreement, containing terms and conditions satisfactory to Agent in its sole discretion, including the commitment of Honeywell to purchase all Inventory located at the Parent's Phoenix, Arizona facility (including Lifetime Buy Inventory but excluding obsolete Inventory) at a price equal to at least 90% of such Inventory's cost and a duly executed copy of the Honeywell No Offset Letter, containing terms and conditions satisfactory to Agent in its sole discretion. (gh) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers, including all of the Borrowers' material contracts, and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) a draft of the audited Financial Statements of the Parent for its Fiscal Year ending 1999. (l) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto thereto, including receipt of any governmental and third party consents and approvals that may be required in connection with the Loan Documents and the transactions contemplated thereby, shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the such Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrowerapplicable Borrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.110.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are is subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Obligors before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance finance, or otherwise as reimbursement for, all fees, costs and expenses then payable under this AgreementAgreement and the other Loan Documents) and with all its obligations current, the Borrower Borrowers shall have (i) Availability of at least $15,000,00020,000,000 and (ii) Cash Equivalents of at least $20,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Obligors and its their Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower Obligors and its their Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Obligors and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) Concurrently with the issuance of the initial Letter of Credit on the Closing Date, the Obligors shall have posted the SunTrust Credit Support in favor of SunTrust and, in exchange, all Guaranties by the Obligors of the credit facility between Premier Boxboard and SunTrust Bank (other than non-recourse Guaranties acceptable to the Agent and the Lenders), and all security therefor (other than the SunTrust Credit Support), shall be terminated and released on terms and pursuant to documentation acceptable to the Agent and the Lenders. (k) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrowers and each other Obligor shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent (or its counsel) to the Borrower Caraustar (or its counsel) prior to the Closing Agreement Date. The acceptance by the any Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Obligors to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerOfficer, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the initial Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents (other than the Mortgages) shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making of the requested Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and the issuance of any requested Letters of Credit or Credit Support on the Closing Date, and with all its obligations current, the Borrower shall Borrowers would have Total Availability of at least in an amount no less than $15,000,0009,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and made, the Letters of Credit to be issued and the Credit Support to be in place on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that and such other instruments, in form and substance satisfactory to the Agent, as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Liens with respect to the Borrowers' personal property; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, substance reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Loan Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerParent, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 SECTION 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1SECTION 10.1, and (iii) all documents sent to such Lender for approval approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Revolving Lenders to make the initial Revolving Loans on the Closing Date, Date and the Term Lenders to make the Term Loans on the Closing Date and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are are, in each case, subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents to be delivered on the Closing Date shall have been executed and delivered by each party thereto and the Borrower each Loan Party shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower such Loan Party before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee and other fees payable hereunder on the Closing Date or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current), the Borrower Borrowers shall have aggregate Availability equal to or greater than the sum of at least (i) $15,000,00040,000,000 plus (ii) an amount equal to all accounts payable of each Borrower and Foamex Canada which as of the Closing Date have not been paid within such Borrower's or Foamex Canada's, as the case may be, ordinary course of business for payment of such accounts payable consistent with past business practice. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty shall have been true and correct in all material respects as of such earlier date). (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the any Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Administrative Agent or any Lender shall reasonably request, each such opinion to be in a form, scope, scope and substance reasonably satisfactory to the Administrative Agent, the Lenders, Lenders and their respective counsel. (f) The Administrative Agent shall have received: (i) acknowledgment copies of proper each document (including, without limitation, any Uniform Commercial Code financing statements, duly filed on statement or before the Closing Date similar financing statement under the UCC PPSA and the Civil Code of all jurisdictions that Quebec) required by the Security Documents or any other Loan Document or reasonably requested by the Administrative Agent may deem necessary to be filed, registered or desirable recorded in order to perfect create in favor of the Administrative Agent’s , for the benefit of the Administrative Agent and the Lenders, a perfected Lien on the Collateral, prior and superior in right to any other Person (other than Permitted Liens; and), and in proper form for filing, registration or recordation; (ii) duly executed UCC-3 Termination Statements (and similar termination statements under the PPSA, the Civil Code of Quebec or other applicable laws) authorized for filing by the appropriate Person and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets and property of the Borrower Loan Parties and its their respective Subsidiaries except Permitted Liens; and (iii) the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings, PPSA filings, filings made with the Register of Personal and Movable Real Rights of Quebec and filings made pursuant to other applicable laws or statutes to perfect a security interest in Collateral of a Loan Party made with respect to each of the Loan Parties in the jurisdictions in which each Loan Party is doing business and/or in which any Collateral is located and in which Uniform Commercial Code filings, PPSA filings, Quebec Register of Personal and Movable Real Rights filings or filings made pursuant to other applicable laws or statutes to perfect a security interest in Collateral of a Loan Party have been made against any Loan Party in (i) hereinabove. (g) The Administrative Agent shall have received a copy of the certificate or articles of incorporation or other constitutive documents, in each case amended to date, of each of the Loan Parties, certified as of a recent date by the Secretary of State or other appropriate official of the state, province or other jurisdiction of its organization and dated as of a recent date; a certificate of the Secretary of each of the Loan Parties, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such Loan Party's By-laws, partnership agreement or limited liability company agreement, as the case may be, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such Loan Party's Board of Directors (or in the case of a Loan Party that is not a corporation, the equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party (which resolutions in the case of Foamex and Foamex Capital shall, among other things, designate this Agreement as the "New Credit Facility" and "Credit Facility", as such terms are defined in the Foamex 9 7/8% Subordinated Note Indenture and Foamex 13 1/2% Subordinated Note Indenture) and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such Loan Party's certificate or articles of incorporation or other constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished below in clause (h) of this Section, and (D) as to the incumbency and specimen signature of each of such Loan Party's officers executing this Agreement or any other Loan Document delivered in connection herewith or therewith, as applicable; a certificate of another of such Loan Party's officers as to incumbency and signature of its Secretary. (h) The Administrative Agent shall have received certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state, province or other jurisdiction of incorporation or organization and in each other jurisdiction in which qualification is necessary in order for such Loan Party to own or lease its property and conduct its business, except to the extent the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect. (i) The Administrative Agent shall have received evidence that all requisite governmental and third party consents and approvals (including, without limitation, consents with respect to each Loan Party) to the transactions contemplated by this Agreement and the other Loan Documents have been obtained and remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any of the Loan Documents or any of the transactions contemplated thereby. (j) The Administrative Agent and the Lenders shall have completed a due diligence investigation of each Loan Party and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders and shall have been given such access to the management, records, books of account, contracts and properties of the Loan Parties and their respective Subsidiaries and shall have received such financial, business and other information regarding the Loan Parties and their respective Subsidiaries as they shall have requested and all other related documentation regarding contingent liabilities (including, without limitation, tax matters, environmental matters (including Phase I environmental reports), obligations under ERISA and welfare plans), collective bargaining agreements and other arrangements with employees. (k) The Administrative Agent shall have received title policies, in form and substance acceptable to the Administrative Agent, with respect to the Mortgages on fee property. (l) Each Loan Party shall have used its commercially reasonable efforts to obtain and deliver to the Administrative Agent landlord waivers or subordination agreements and bailee letters from landlords of each of the premises listed on Schedule 7.9 (a) leased by such Loan Party and from the public warehousemen at each of the locations listed on Schedule 7.9 (a) whose warehouses any Collateral pledged by such Loan Party is located, in each case in form and substance reasonably satisfactory to the Administrative Agent, duly executed by, as appropriate, such landlords and warehousemen. (m) In the good faith judgment of the Administrative Agent and each Lender, no Material Adverse Effect shall have occurred since delivery of the audited financial statements for the Fiscal Year ended December 29, 2002. (n) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that, in the reasonable judgment of the Administrative Agent and each Lender, would (i) reasonably be expected to have a Material Adverse Effect or (ii) affect this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby in a manner material and adverse to the Lenders or impair the Loan Parties' ability to perform their obligations thereunder. (o) Each Borrower and Foamex Canada shall have established one or more Payment Accounts and related lock-box services for collections of Accounts at Clearing Banks acceptable to the Administrative Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Administrative Agent and shall instruct each Account Debtor to make all payments directly to a Payment Account or to the address established for such lock-box service and shall provide evidence to the Administrative Agent, reasonably satisfactory to the Administrative Agent, that such instructions have been given. (p) The Administrative Agent and each Lender shall have received and been satisfied with the annual financial statements and interim financial statements referenced in Section 6.6(a), pro forma consolidated financial statements for Foamex and its Subsidiaries, and forecasts prepared by management of the Loan Parties, in form and substance satisfactory to the Administrative Agent and each Lender, including balance sheets, income statements and cash flow statements on a monthly basis for the Fiscal Year ending December 28, 2003. (q) The Administrative Agent and each Lender shall be reasonably satisfied with the corporate and legal structure and capitalization of the Loan Parties and their Subsidiaries, including, without limitation, the charter, bylaws and other constitutive documents of each Loan Party and its Subsidiaries and each agreement and instrument relating thereto. (r) The Administrative Agent shall have received copies of each of the material agreements listed on Schedule 6.26, which agreements shall be satisfactory to the Administrative Agent and the Lenders. (s) The Administrative Agent shall have received a copy of the appraisals made for this transaction with respect to the Inventory, Equipment and owned Real Estate of each of the Loan Parties described therein. (t) The Administrative Agent shall have received a copy, certified by a Responsible Officer of Foamex as true and complete, of the Related Documents as originally executed and delivered and as amended through and including the Closing Date, together with all schedules and exhibits thereto, and every other agreement, instrument and document entered into or executed in connection therewith. (u) The Loan Parties shall have paid all fees and expenses of the Administrative Agent and the Syndication Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hv) The Administrative Agent shall have received evidence, in form, scope, scope and substance, substance reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (iw) The Administrative Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseBase of each Borrower and Foamex Canada, and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects. (jx) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsTerm Notes, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, scope and substance to the Administrative Agent and the Lenders. (ky) The Administrative Agent shall have received evidence satisfactory to it that a new intercreditor agreement duly executed by the Borrower received at least $165,000,000 in proceeds from the issuance of trustee under the Senior Notes (less fees, costs Secured Note Indenture and expenses associated with such issuance) pursuant Foamex substantially similar to the Senior Secured Note Documents which shall be Intercreditor Agreement executed as of March 25, 2002 and in form and substance satisfactory to the Administrative Agent, which, among other things, specifically refers to this Agreement as a "Senior Credit Agreement" thereunder. (lz) The Administrative Agent shall have received evidence satisfactory to it that a copy, certified by a Responsible Officer of Foamex as true and complete, of the Amended Term Loan B Agreement and Restated Credit Agreementeach of the other Term Loan B Documents as originally executed and delivered on the Closing Date, dated as of April 12, 2001, among the Borrower, the lenders party thereto together with all schedules and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedexhibits thereto. (maa) The Administrative Agent shall have received evidence satisfactory a certificate from a Responsible Officer of Foamex certifying to it the Administrative Agent and the Lenders that the Securitization Unwind occurredObligations constitute "Credit Agreement Obligations" under and as defined in the Senior Secured Note Indenture. (nbb) Without limiting the generality of the items described above, the Agent The Loan Parties shall have received (in form and substance satisfied such other conditions precedent reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered requested by the Administrative Agent to or the Borrower prior to the Closing DateLenders. The acceptance by any of the Borrower Borrowers of any Loans made or any Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the each Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the such Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consentapproval, consent or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date other than any such representation or warranty which relates to a specified prior date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i1) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii2) duly executed acknowledgement copies of proper UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gf) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ig) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jh) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (i) As of the Closing Date, no material adverse change shall have occurred in Borrower’s assets, properties, liabilities (actual or contingent), business, operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries, or results of operations. (j) As of the Closing Date, and other than as set forth on Schedule 6.11 to the Disclosure Letter, there shall exist no pending or to the best of the Borrower’s knowledge threatened action, suit, proceeding, or counterclaim by any Person or, to the best of the Borrower’s knowledge, investigation by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to Agent, (a) financial projections of the Borrower evidencing Borrower’s ability to comply with the requirements set forth in Section 7. 22 hereof, and (b) interim financial statements for the Borrower dated as of a date not more than 45 days prior to the Closing Date. (l) The Agent shall be satisfied that the Borrower is adequately capitalized, that the fair saleable value of the Borrower’s assets will exceed its liabilities as of the Closing Date and that the Borrower will have sufficient working capital to pay its debts as they become due. (m) Borrower shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with this Facility and the transactions contemplated hereby. (n) As of the Closing Date, the Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein Liquidity shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasednot be not less than $50,000,000. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (no) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Upon the satisfaction of all conditions set forth in this Section 8.1, the Agent shall deliver written notice to the Borrower that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i1) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii2) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii3) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Term Loans on the Closing Date, Date and to make the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing DateCAPEX Loans, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall (including any amendments thereto requested by the Agent) have been executed and delivered by each party thereto and the Borrower and LDM Canada shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower such Person before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Agent and the Lenders shall have received title insurance policies or, in the case of the LDM Canada Mortgage, title opinions, in form and substance acceptable to Agent, with respect to the Mortgages. (f) The Agent shall have received: (i) acknowledgment copies evidence of proper the filing of UCC financing statements, duly filed statements on or before the Closing Date under the UCC of or PPSA in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; (ii) a copy of the LDM Canada Security Agreement and the LDM Canada Mortgage, as duly recorded in Nova Scotia and the applicable Land Registry Office, respectively; and (iiiii) duly executed such UCC-3 Termination Statements Statements, mortgage releases and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Inventory and Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) Except as set forth on Schedule 8.15, no claim, action, suit, investigation, litigation or proceeding shall be pending or threatened (i) which is reasonably likely to be determined adversely to the Borrower or any Guarantor and which would have a Material Adverse Effect if so determined or (ii) which, in the judgment of the Agent on the Majority Lenders could materially and adversely effect the transactions contemplated hereby. (k) Copies of all filings, registrations, approvals, orders, authorizations, licenses, certificates, permits, consents, waivers and acknowledgments, including those of the requisite Governmental Authorities, required with respect to the execution and delivery, of this Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby, each in form and substance satisfactory to the Agent. (l) Evidence satisfactory to Agent that the Borrower and the Seller shall have consummated the transactions contemplated by the Acquisition Agreement in accordance with the terms set forth therein (which terms and conditions shall be satisfactory to the Agent and its counsel in all respects), and all documents required to be delivered pursuant to the Acquisition Agreement shall have been executed and delivered by the Persons specified therein, and the Borrower shall have furnished to the Agent a certified copy of the Acquisition Agreement and all exhibits and schedules thereto, as finally amended, and a certificate signed by the chief executive officer of the Borrower certifying that (i) the transactions contemplated by the Acquisition Agreement have been consummated in accordance with the Acquisition Agreement and no term or condition of the Acquisition Agreement has been amended, modified or waived except as set forth in the certified copy of the Acquisition Agreement provided to the Agent, (ii) any documents required to be filed to effect the Acquisition have been filed in accordance with applicable law, and (iii) neither the Borrower nor any of its Subsidiaries has failed to perform any material obligation or covenant required by the Acquisition Agreement to be performed or complied with by such Person on or before the Closing Date unless waived by the Seller, and the substance of such certificate shall be true and correct, and the Agent shall have received, on behalf of the Lenders, copies of the Acquisition Agreement and the other documents required to be delivered pursuant to the Acquisition Agreement and all consents, approvals or permits necessary or advisable to be obtained in connection therewith, in form and substance satisfactory to the Agent and its counsel. (m) All opinions delivered in connection with the Acquisition shall be addressed to the Agent and the Lenders or accompanied by a written authorization from the Person delivering such opinion stating that the Agent and the Lenders may rely on such document as though it were addressed to them. (n) The Agent shall have received a certificate executed by the chief financial officer of the Borrower in form and substance satisfactory to the Agent, dated the Closing Date, with respect to the value, Solvency and other factual information of, or relating to, as the case may be, of the Borrower and its Subsidiaries (on a consolidated basis), after giving effect to the Transaction. (o) Payoff letters, in form and substance satisfactory to the Agent, from each financial institution to the effect that the total amount under the Seller's agreements with such institutions howsoever due and owing (whether as principal, interest or premium) shall be satisfied (and such agreement term issued) upon payment of an amount certain together with such lien releases and such other documents as the Agent may request. (p) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kq) The Borrower shall have delivered to the Agent: (i) pro forma financial statements (including a balance sheet and income statement) for the Borrower and its Subsidiaries for the one year period ended on the last day of the fiscal quarter of the Borrower last ended prior to the Closing Date, assuming the Transaction was effected on the first day of such one year period, and such pro forma financial statements shall be accompanied by an agreed upon procedures report prepared by Ernst & Young, LLP acceptable to the Agent, and the Agent shall be satisfied with such pro forma financial statements and the accounting practices and procedures utilized by the Borrower and its Subsidiaries; and (ii) the Agent shall have received evidence satisfactory such accountants' certificates, calculations and pro forma financial data as shall be reasonably required by the Agent in order for them to it that determine compliance with any applicable covenants contained in the Borrower received at least $165,000,000 in proceeds from the issuance Indenture, all of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to the Agent. (lr) Agent The Borrower shall have received evidence satisfactory delivered to it that the Amended Agent all Merger Documents, certified as true and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminatedcorrect by a Responsible Officer, all indebtedness, liabilities and obligations outstanding thereunder of which Merger Documents shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (be in form and substance reasonably satisfactory to the Agent, and each of the conditions precedent to each Person's obligations under the Merger Documents to consummate the Merger shall have been satisfied (without any waiver thereto not agreed to by the Agent) to the financial statementsreasonable satisfaction of the Agent. Simultaneously with the consummation of the transactions contemplated by this Agreement, instrumentsthe Merger shall have been consummated in substantial compliance with the terms of the Merger Documents and all applicable laws. (s) The Lender shall have received written reports of appraisals of the Equipment performed by independent appraisers acceptable to the Lender and on a basis satisfactory to the Lender, resolutions, documents, agreements, certificates, opinions and other items set forth stating a fair market value of the Premises and an orderly liquidation value of the Equipment satisfactory to the Lender. (t) The Lender shall have received evidence satisfactory to it that there does not exist on the “Closing Checklist” delivered by Premises or in connection with the operation thereof or of the Borrower's and each of its Subsidiary's respective business, any material violation of any Environmental Laws. (u) The Agent shall have received a fully executed copy of the Fifth Amendment to the Borrower prior Loan and Security Agreement and such amendment shall be effective pursuant to the Closing Dateterms thereof. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by the a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of to this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of to this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Credit Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Credit Parties before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (c) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower Parent and its Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (fe) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Administrative Agent’s Liens; and's Lien on the Collateral; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower Parent and its Subsidiaries except Permitted Liens.; and (giii) the certificates representing all shares of capital stock pledged under the relevant Security Documents, accompanied by undated stock powers endorsed in blank and the instruments pledged under the relevant Security Documents, duly endorsed to the Administrative Agent. 100 (f) The Borrower Borrowers shall have paid all fees and expenses of the Administrative Agent and BABC and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hg) The Administrative Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jh) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (i) In the judgment of the Administrative Agent and the Lenders, no Material Adverse Effect shall have occurred since the date of the Financial Statements referred to in Section 8.6(a), and the Parent shall have demonstrated compliance with the financial performance projections of the Parent and its Subsidiaries, dated March 8, 1996, delivered to the Administrative Agent prior to the Closing Date. (j) The Administrative Agent and the Lenders shall have received the agreements, instruments and other documents set forth or referred to on Exhibit B, and such agreements, instruments and documents shall be in form and substance satisfactory to the Administrative Agent and the Lenders. (k) The Administrative Agent and the Lenders shall have received evidence (i) one or more mortgagee title insurance policies, in form, substance and amount satisfactory to it the Administrative Agent and the Lenders, insuring that the Borrower received at least $165,000,000 in proceeds from the issuance each of the Senior Notes Amended Mortgages executed and delivered by it hereunder (less feesincluding, costs and expenses associated without limitation, with such issuance) pursuant respect to the Senior Note Documents which Leesport, Pennsylvania facility) is a valid and perfected first priority Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the ratable benefit of the Lenders on the fee interest of such Credit Party (subject only to Permitted Liens), in the Premises described therein, and that such Credit Party has good and marketable title thereto (subject to customary exceptions), issued by a title insurance company reasonably satisfactory to the Administrative Agent, together with satisfactory evidence that all title insurance premiums have been fully paid; and (ii) such consents of third parties to the Amended Mortgages and the Amended Collateral Assignments executed and delivered by it, and such non-disturbance agreements, estoppel certificates and waivers as the Administrative Agent shall be reasonably request (in each case in form and substance satisfactory to the Administrative Agent). (l) The Administrative Agent and the Lenders shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to them that either there is no outstanding indebtedness under the Agent) Existing Credit Agreement or such indebtedness shall be refinanced hereby, and the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on Administrative Agent shall be satisfied in all respects with the “Closing Checklist” delivered by the Agent arrangements with respect to the Borrower prior continued validity, perfection and priority of all Liens and security interests granted to the Closing Date. The acceptance by Administrative Agent under the Borrower of any Loans made or Letters of Existing Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such LenderAgreement.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, the obligation of the Agent to cause to be issued or provide Credit Support for any Letter of Credit on the Closing Date, the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, and the obligation of the Agent to cause incur the Letter of Credit Issuer to issue any Letter of Credit Other Indemnified Transactions on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower and the other Loan Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower and such other Loan Parties before or on such Closing Date. (b) Upon On the Closing Date, the remaining Availability, after making the initial Revolving Loans (including such Revolving Loans made to finance the Facility Fee or otherwise pursuant to Section 3.4 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations of the Borrower current, the Borrower shall have Availability of will be at least $15,000,0004,000,000 (calculated at the time of closing as if no such Loans had been made). (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower Loan Parties and its their Subsidiaries as the Agent or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment Acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly Duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Parent and its Subsidiaries except Permitted Liens. (giii) The Borrower shall have paid all fees and expenses Blocked Account Agreements as required to be delivered to the Agent pursuant to Section 6.9; (iv) Certified copies of resolutions of the Agent Board of Directors of each Loan Party approving (A) the execution and the Attorney Costs incurred in connection with any delivery of the Loan Documents to which such Loan Party is a party, (B) the performance of the Obligations incurred by such Loan Party under Loan Documents to which it is a party, and (C) the consummation of the transactions contemplated thereby by the Loan Documents; (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party, authorized to sign the Loan Documents; (vi) A copy of the Certificate of Incorporation of each Loan Party, certified by the Secretary of State of the State of incorporation as of a recent date; (vii) A copy of the Bylaws of each Loan Party, certified by the Secretary or an Assistant Secretary of the Loan Party, as of the date of this Agreement as being accurate and complete; (viii) A Certificate of the Secretary of State of the State of incorporation for each Loan Parties certifying that such Loan Party is in good standing as of a recent date; (ix) Consolidating financial projections for the Parent on an annual basis for the 1998, 1999 and 2000 fiscal years (attached hereto as Exhibit E), with the projections therein being substantially similar to those that were previously provided on a consolidated basis; and (x) With respect to the extent invoicedParent's and its Subsidiaries' Real Estate, the Agent's standard environmental questionnaire with the results being satisfactory to the Agent. (g) There shall have occurred no material adverse change (as determined by the Lenders in their sole discretion) in business, operations, profits or prospects of any Loan Party since the financial statements dated December 31, 1997. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books received certified copies of account and all consents or approvals of any Government Authority or other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit Person which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and reasonably determines is required in connection with the Lenders in all respectstransactions contemplated by this Agreement. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Each Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent Party shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower used commercially reasonable efforts prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect obtain as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent promptly as possible an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.Landlord's Waiver from each

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to Section 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower would have Availability (calculated for this purpose only without including the Supplemental Reserve) in an amount no less than $10,000,000. The Agent shall have Availability received evidence that not more than $4,000,000 of at least $15,000,000Borrower's accounts payable and other contractual obligations are not current. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent and the Lenders shall have received title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-pre- closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) Agent shall have received evidence satisfactory to it with respect to the payment in full of all obligations owing by Borrower to its existing senior secured lenders and the termination of all liens securing such indebtedness. (l) Agent shall have reviewed the environmental compliance reports prepared by the Borrower, including the completion by Borrower of Agent's standard environmental questionnaire, and the results thereof shall be satisfactory to Lenders. (m) Lenders shall have reviewed and been satisfied with the terms and conditions of Borrower's outstanding Senior Notes. (n) The Agent shall have had the opportunity, if it so desires, to confer with holders of the Senior Notes or their representatives to confirm the feasibility of a prepackaged Chapter 11, and such discussions shall be satisfactory to the Agent. The Borrower or its representatives shall have the right to be present at such discussions. (o) The Lenders shall have received evidence satisfactory to them that Borrower's EBITDA (adjusted to exclude reorganization expenses and the writedown of assets held for sale taken in September, 1997) shall not be less than $500,000 for the eleven months ended November 30, 1997. (p) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents (other than the Borrowers’ Ex-Im Agreement and other documents relating specifically to Ex-Im Bank Revolving Loans) shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Agent Fees or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) ), and the consummation of the transactions contemplated hereby (including the refinancing of the Existing Senior Notes and the payment of all interest, premiums and other amounts due thereon), and with all its of the Borrowers’ obligations currentcurrent in accordance with historical practices, the Borrower Borrowers shall have Availability of at least $15,000,00035,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counselcounsel and shall include among other things, an opinion that this Agreement does not cause a violation under the Senior Secured Notes Indenture. (f) The Agent (or the Control Collateral Agent, as noted below) shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Borrowers except Permitted Liens; (iii) the Related Real Estate Documents (except for those documents referred to in Section 7.33) for each parcel of Real Estate subject to a Mortgage; (iv) searches of UCC filings in the jurisdiction of the chief executive office and state of incorporation of each Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (v) searches of ownership of intellectual property in the appropriate governmental offices; (vi) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in intellectual property; (vii) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock powers attached thereto shall have been delivered to the Control Collateral Agent; (viii) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; (ix) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (x) in the case of any personal property Collateral of $100,000 or greater located at premises leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property or bailees as may be required by the Administrative Agent; and (xi) duly executed Account Control Agreements with respect to Collateral for which a control agreement is required for perfection of the Administrative Agent’s security interest under the UCC. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementAgreement with satisfactory insurance certificates naming the Agent as loss payee or additional insured, as appropriate. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects.[Reserved] (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The completion by the Agent of its due diligence in connection with the Loan Documents, with the results thereof being acceptable to the Agent. (l) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance all of the tendered Existing Senior Notes (less feesincluding any accrued interest and premiums, costs and expenses associated with such issuanceif any) pursuant to in the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as amount of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall $253,891,539.85 have been paid in full and all liens, if any, granted thereunder shall documents executed or delivered in connection therewith have been releasedterminated. (m) The Senior Secured Notes shall have been issued pursuant to the Senior Secured Notes Indenture which shall be reasonably satisfactory to the Agent in all material respects and the Parent shall have received gross proceeds of at least $190,000,000 from the issuance of the Senior Secured Notes. (n) The Intercreditor Agreement shall have been executed and delivered by the parties thereto and shall be satisfactory in all respects to the Agent. (o) There shall not have occurred a material adverse change (i) in the business, assets, Properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrowers and their Subsidiaries, taken as a whole, since June 26, 2005 or (ii) in the facts and information regarding such entities as represented through the date hereof. (p) There shall not exist any pending or threatened litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Borrower, this Agreement and the other Loan Documents, the Senior Secured Notes or the Senior Secured Notes Indenture, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date which could reasonably be expected to have a Material Adverse Effect. (q) The Agent shall have received evidence satisfactory (i) a statement of sources and uses of funds covering all payments reasonably expected to it be made by the Borrowers in connection with the transactions contemplated by the Loan Documents to be consummated on the Closing Date, including an itemized estimate of all fees, expenses and other closing costs and (ii) payment instructions with respect to each wire transfer to be made by the Agent on behalf of the Lenders or the Borrowers on the Closing Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that the Securitization Unwind occurredcan be contacted to confirm receipt of such transfer. (nr) [Reserved]. (s) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerParent on behalf of the Borrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Parent and the Subsidiaries shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Parties before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fees or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,00040,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such the opinions of counsel for the Borrower Parent and its Subsidiaries as substantially in the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counselform of Exhibit 8.1(e). (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Parties except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent required to be paid as of the Closing Date and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, opportunity (i) if they so choose, choose to examine the books of account and other records and files of the Borrower Parent and the Subsidiaries and the opportunity to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects, (ii) to inspect each of the locations where the Inventory is located, the results of which shall be satisfactory to the Agent, and (iii) to review the Borrower Parties' material contracts and licenses. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory a landlord waiver, bailee letter, or acknowledgement agreement from any lessor, warehouseman, processor, consignee, or other Person in possession of, having a lien upon, or having rights or interests in the Borrowers' Inventory (unless a three-month Reserve (or a six-month Reserve, with respect to it that locations of Inventory in the Borrower received at least $165,000,000 in proceeds from the issuance Commonwealth of the Senior Notes (less fees, costs and expenses associated Virginia) shall have been taken with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agentrespect thereto). (l) The Agent shall have received evidence satisfactory to it that a notice from the Amended and Restated Credit Agreement, dated as of April 12, 2001, among Administrative Borrower setting forth the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedDesignated Account. (m) The Agent shall have received evidence satisfactory to it that a corporate organizational chart for the Securitization Unwind occurredParent and the Subsidiaries certified by the secretary of the Parent as being correct and complete as of the Closing Date. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statementsstatements and projections, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Parties to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Administrative Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval approval, consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, Date and to make the Term Loans and the Capital Expenditure Loans and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall described on EXHIBIT D have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to Section 4.11 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations currentwith customary terms within the industry, the Borrower shall would have Availability of at least in an amount no less than $15,000,0002,500,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent and the Lenders shall have received title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent shall have received the fully executed Subordination Agreement in form and content acceptable to the Agent. The Agent shall have received and approved copies of the fully executed Subordinated Debt Loan Documents, all of which must be in form and content acceptable to the Agent. (k) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jl) All proceedings taken in connection with the execution of this Agreement, the Senior Notes DocumentsTerm Loan Notes, the Securitization Unwind Documents, Capital Expenditure Loan Notes all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (km) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesCorporate Guaranties, costs and expenses associated along with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on documents with respect to the “Closing Checklist” delivered by Corporate Guaranties and the Corporate Guarantors as the Agent to the Borrower prior to the Closing Datemay request. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to cause the Letter of Credit Issuer to issue be issued or provide credit support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in credit support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied in all material respects with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans and taking into account Letters of Credit to be made or issued on the Closing Date (including such Revolving Loans made to finance the Closing Fee or otherwise pursuant to Section 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations currentdeducting the amount of accounts payable of the Borrower more than 30 days past due, the Borrower shall would have Availability of at least in an amount no less than $15,000,0005,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as of the Closing Date as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and on such date or the issuance of Letters of Credit to be issued on the Closing DateCredit. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall reasonably request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent and the Lenders shall be reasonably satisfied that the Borrower has materially complied with any and all applicable laws, statutes, rules, and regulations relating to the Merger and with the condition and operation of the business and property of the Borrower. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance reasonably satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been reasonably satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence a copy of the certificate of merger necessary to be filed with the Secretary of State of Delaware in order to consummate the PFC Merger and such proof of the filing and acceptance of such certificate as shall be reasonably satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory All proceedings to it that be taken in connection with the Amended and Restated Credit transactions contemplated by this Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liensdocuments contemplated in connection herewith, if any, granted thereunder shall have been releasedbe reasonably satisfactory in form and substance to the Agent and its counsel. (m) The Agent and the Lenders shall have received evidence satisfactory be reasonably satisfied with the Borrower's financial condition after the Agent's and the Lenders' review of the Borrower's pro-forma opening balance sheet giving effect to it the transactions occurring at Closing and indicating, among other things, no material changes from the most recent pro-forma balance sheet delivered to the Agent and the Lenders, that the Securitization Unwind occurredfair salable value of the Borrower's assets will exceed its liabilities on the Closing Date and that the Borrower will be able to pay its debts as they mature and not be left with unreasonably small capital. (n) Without limiting There shall have been no amendments or modifications to the generality of Merger Agreement or the items described above, other agreements listed on Schedule 9.15 from the copies thereof previously delivered to the Agent that are not reasonably acceptable to the Agent and the Lenders, and the Merger shall have occurred in accordance with the Merger Agreement. (o) The Borrower shall have received (a release and termination of the financing arrangements between the Borrower and the Prior Lender, reasonably satisfactory in form form, scope and substance reasonably satisfactory to the Agent) , from the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent Prior Lender with respect to the Borrower prior to the Closing DateExisting Debt. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Administrative Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the giving effect to Revolving Loans and Letters of Credit outstanding on the Closing Date, including the funding of Revolving Loans and the issuance of any Letters of Credit on the Closing Date (including such Revolving Loans made (i) to finance a portion of the amount used to repay the promissory notes issued to pay the purchase price for the Bradson Acquisition and (ii) as payment of or as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations currentas well as any payables stretched beyond the Borrowers’ customary payment practices, the Borrower Borrowers shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Administrative Agent and the Lenders shall have received such opinions of counsel for the Borrower Borrowers and its their Subsidiaries as the Administrative Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Administrative Agent, the Lenders, and their respective counsel. (f) The Administrative Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Administrative Agent’s Liens; and; (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Administrative Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower Borrowers and its their Subsidiaries except Permitted Liens; and (iii) the Fee Letter, duly executed by the Borrower. (g) The Borrower Borrowers shall have paid all fees and expenses of the Administrative Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Administrative Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Administrative Agent, of all insurance coverage as required by this Agreement. (i) (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit Bradson Acquisition shall have been consummated and the purchase price therefor shall have been paid (other than the portion of the amount of the promissory notes issued in connection therewith that will be repaid from the proceeds of the Loans), (ii) the Administrative Agent shall be satisfied with the terms of the Bradson Acquisition, including the legal documentation therefor, the Borrowers’ capital and ownership structures after giving effect to such Acquisition, (iii) all government, shareholder and third party consents deemed necessary or appropriate by the Administrative Agent shall have been obtained and (iv) the Administrative Agent shall have received such legal opinions in connection with the Bradson Acquisition as the Administrative Agent shall deem appropriate, which legal opinions shall be in form and substance satisfactory to the Agent and the Lenders in all respectsAdministrative Agent. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Administrative Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificatescertificates (including a solvency certificate), opinions and other items set forth on the “Closing Checklist” delivered by the Administrative Agent to the Borrower Borrowers prior to the Closing Date. (l) The Administrative Agent shall have received such historical financial statements, pro forma financial statements and projections with respect to the Parent and the other Consolidated Parties and Bradson Corporation as the Administrative Agent deems appropriate, all in form and substance satisfactory to the Administrative Agent. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Administrative Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Administrative Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Administrative Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders Lender to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent Lender to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and Parent and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by Parent and the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) ), and including all Letters of Credit (whether newly issued or outstanding on the Closing Date), and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,0003,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders Lender shall have received such opinions of counsel for the Borrower Parent and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, Lender and their respective its counsel. (f) The Agent Lender shall have received: (i) received acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent Lender may deem necessary or desirable in order to perfect the AgentLender’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower Lender shall have paid received payment of the Closing Fee and all other invoiced fees and expenses of the Agent Lender and the invoiced Attorney Costs incurred in connection with any of the Loan Documents as due and the transactions contemplated thereby to the extent invoicedpayable. (h) The Agent Lender shall have received payment in full of any and all fees, charges and expenses due and payable under the Existing Credit Agreement. (i) The Lender shall have received evidence, in form, scope, and substance, reasonably satisfactory to the AgentLender, of all insurance coverage as required by this Agreement. (ij) The Agent and the Lenders Lender shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders Lender in all respects. (jk) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to AgentLender. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Lender (in form and substance reasonably satisfactory to the Agent) Lender), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent Lender to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officer of the BorrowerParent, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, Date are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower each Loan Party, as applicable, shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Loan Parties before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct in all material respects as if made on such date. (dc) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (ed) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (fe) The Agent shall have received: (i) acknowledgment copies of received financing statements or amendments in proper financing statementsform for filing, duly filed on or before the Closing Date under the UCC of in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets of the Borrower and its Subsidiaries except Permitted Liens. (gf) The Borrower shall have paid all fees fees, including the amounts owing as of the Closing Date under the Engagement Letter, and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jg) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind DocumentsNotes, all other Loan Documents Documents, and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (kh) Since December 31, 2015, no event has occurred and is continuing, or would result from such extension of credit, which has had or would (after giving effect thereto) reasonably be expected to have a Material Adverse Effect. (i) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less feesreceived, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be each in form and substance satisfactory to the Agent, the Financial Statements. (lj) Agent shall have received evidence Evidence satisfactory to it the Lenders that no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the Amended execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) those already obtained and Restated Credit Agreement, dated as (ii) the filing of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedUCC financing statements. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (nk) Without limiting the generality of the items described above, each Loan Party shall have delivered or caused to be delivered to the Agent shall have received (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfiedsatisfied or waived, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer on behalf of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender, unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection with respect to the foregoing clause (i), (ii), or (iii).

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents (other than the Borrowers' Ex-Im Agreement and other documents relating specifically to Ex-Im Bank Revolving Loans) shall have been executed and delivered by each party thereto and the Borrower Borrowers shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower Borrowers before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Agent Fees or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower Borrowers shall have Availability of at least $15,000,00025,000,000. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counselcounsel and shall include among other things, an opinion that this Agreement does not cause a violation under the Indenture. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries Borrowers except Permitted Liens. (g) The Borrower Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this AgreementAgreement with satisfactory insurance certificates naming the Agent as loss payee or additional insured, as appropriate. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower Borrowers and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The completion by the Agent of its due diligence in connection with the Loan Documents, with the results thereof being acceptable to the Agent. (l) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance all of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to Debt of the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that Borrowers under the Amended and Restated Existing Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto Agreement and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have Wachovia Asset Securitization has been paid in full (or will be paid in full with the proceeds of the initial Loans made hereunder), all documents executed or delivered in connection therewith have been terminated and all liens, if any, Liens granted thereunder shall in connection therewith have been releasedreleased or are agreed to be released upon such repayment in full. (m) The Agent shall have received evidence satisfactory (a) a statement of sources and uses of funds covering all payments reasonably expected to it be made by the Borrowers in connection with the transactions contemplated by the Loan Documents to be consummated on the Closing Date, including an itemized estimate of all fees, expenses and other closing costs and (b) payment instructions with respect to each wire transfer to be made by the Agent on behalf of the Lenders or the Borrowers on the Closing Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that the Securitization Unwind occurredcan be contacted to confirm receipt of such transfer. (n) Receipt by the Agent of an Account Designation Letter. (o) Without limiting the generality of the items described above, the Agent Borrowers and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower Borrowers prior to the Closing Date. The acceptance by the Borrower Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the BorrowerParent on behalf of the Borrowers, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party hereto and thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans (including such Revolving Loans made to finance the Closing Fee or otherwise as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower shall have Availability of at least $15,000,00014,000,000 (without giving effect to the deduction required by subpart (d) of the definition of Availability). (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s 's Liens; (ii) duly executed documents acceptable in form and substance to Agent to perfect Agent's Liens on the Rolling Stock (other than Rolling Stock which is subject to a perfected Lien in favor of a third party as of the Closing Date and as of March 31, 2005 and the Rolling Stock described on Schedule 7.30 attached hereto); (iii) original titles to all Rolling Stock other than Rolling Stock which is subject to a perfected Lien in favor of a third party as of the Closing Date; and (iiiv) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (g) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (h) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of InventoryRolling Stock, 41 Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence an appraisal, satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent, of all Rolling Stock included in the Borrowing Base. (l) Agent Borrower shall have received evidence satisfactory to it that established all of its deposit accounts at the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein Bank or shall have been terminatedentered into Blocked Account Agreements or control agreements (on terms acceptable to the Agent) with respect to all deposit accounts not established at the Bank, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been releasedfor which the Agent has requested such Blocked Account Agreements. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent Borrower and each Person guarantying or securing payment of the Obligations shall have received delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent) ), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions opinions, pay off letters, and other items set forth on the “"Closing Checklist” " delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or provide Credit Issuer to issue Support for any Letter of Credit on the Closing DateDate and the obligation of the Lenders to participate in Letters of Credit issued on the Closing Date or in Credit Support for any Letters of Credit, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party thereto and the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrower before or on such Closing Date. (b) Upon making the Revolving Loans on the Closing Date (including such Revolving Loans made pursuant to finance Section 4.7 as reimbursement for fees, costs and expenses then payable under this Agreement) and with all its obligations current, the Borrower would have Availability in an amount no less than $1,000,000. The Agent shall have Availability received evidence that not more than $4,000,000 of at least $15,000,000the Borrower's accounts payable and other contractual obligations are not current. (c) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such datedate (both immediately prior to, and after giving effect to, such extension of credit). (d) No Default or Event of Default shall have occurred and be continuing exist on the Closing Date, or would exist after giving effect to the Loans to be made and on such date or the Letters of Credit Support to be issued or provided on the Closing Datesuch date. (e) The Agent and the Lenders shall have received such opinions of counsel for the Borrower and its Subsidiaries as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (f) The Agent and the Lenders shall have received title policies, in form and substance acceptable to Agent, with respect to the Mortgages. (g) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens's Lien; and (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets Property of the Borrower and its Subsidiaries except Permitted Liens. (gh) The Borrower shall have paid all fees and expenses of the Agent and the Lenders and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoicedthereby. (hi) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this the Agreement. (ij) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrower and to make copies thereof, and to conduct a pre-pre- closing audit which shall include, without limitation, verification of Inventory, Accounts, and the Borrowing BaseAvailability, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (jk) All advances made under the DIP Loan and Security Agreement (including principal, accrued interest and fees) and all other obligations owing under the DIP Loan and Security Agreement and related documents shall have been paid in full with the proceeds of the initial Loans and the commitments of the DIP Lenders under the DIP Loan and Security Agreement shall have been terminated. (l) Except for the commencement of the Chapter 11 Case, there shall have been no Material Adverse Effect since June 30, 1998. (m) The Agent shall be satisfied as to the continued implementation by the Borrower of a cash management system reasonably satisfactory to the Agent, which cash management system shall include, among other things, the remittance procedures of the type contained in this Agreement. (n) The Plan of Reorganization shall be in form and substance acceptable to the Agent and the Lenders, including without limitation, with respect to the terms and provisions providing for the restructuring of the debt and capitalization of the Borrower and resulting in a capital structure acceptable to the Agent and the Lenders. (o) The Confirmation Order shall have been entered by the Bankruptcy Court and the Agent shall have received a certified copy of same, and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the prior written consent of the Agent, the Majority Lenders and the Borrower. (p) The Confirmation Date shall have occurred not later than September 30, 1998. (q) The Agent shall have received evidence satisfactory to it that the Effective Date shall occur contemporaneously with the Closing Date hereunder. (r) The Borrower shall have satisfied the Agent that (a) the Borrower has taken and is taking all necessary and appropriate steps to ascertain the extent of, quantify and successfully address the business and financial risks facing the Borrower as a result of what is commonly referred to as the AYear 2000 problem" (i.e., the inability of certain computer applications to recognize correctly and perform properly date- sensitive functions involving certain dates prior to and any date after December 31, 1999), including risks resulting from the failure of key customers and suppliers of the Borrower to address successfully the Year 2000 problem, and (b) the Borrower's material computer applications will on a timely basis adequately address the Year 2000 problem in all material respects. (s) [Intentionally Omitted.] (t) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to Agent. (l) Agent shall have received evidence satisfactory to it that the Amended and Restated Credit Agreement, dated as of April 12, 2001, among the Borrower, the lenders party thereto and the agent named therein shall have been terminated, all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made on the Closing Date or of any Credit Support or Letters of Credit issued or provided on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance or provision of such Credit Support or Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 10.1 have been fulfilled to the satisfaction of such Lender, Lender and (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender10.1.

Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied prior to or concurrently with the making of such Loans in a manner satisfactory to the Agent and each Lender: (a) This Agreement and the other Loan Documents shall have been executed and delivered by each party hereto or thereto and the Borrower Obligated Parties shall have performed and complied with all covenants, agreements agreements, and conditions contained herein and the other Loan Documents or therein which are required to be performed or complied with by the Borrower Obligated Parties on or before or on such the Closing Date.. Without limiting the generality of the foregoing, the Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and the Lenders: (bi) Upon making certified copies of the Revolving Loans certificate of incorporation, certificate of limited partnership, or comparable organizational document of each Obligated Party, with all amendments, if any, certified by the appropriate Governmental Authority of the jurisdiction of each Obligated Party's organization or formation, and the bylaws, regulations, operating agreement, limited partnership agreement, or similar governing agreement or document of each Obligated Party, in each case certified by the corporate secretary, general partner, or comparable authorized representative of such Obligated Party, as applicable as being true and correct and in effect on the Closing Date; (including such Revolving Loans made ii) certificates of incumbency and specimen signatures with respect to finance feeseach individual authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Obligated Party, costs and expenses then payable under any other individual executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents and, in the case of each Borrower, to request Borrowings and the issuance of Letters of Credit; (iii) a certificate evidencing the existence of each Obligated Party, and certificates evidencing the good standing of each Obligated Party in the jurisdiction of its organization and in each other jurisdiction in which it is required to be qualified as a foreign business entity to transact its business as presently conducted; (iv) certified copies of all action taken by each Obligated Party and each other Person executing any document, certificate, or instrument to be delivered in connection with this Agreement and the other Loan Documents to authorize the execution, delivery, and performance of this Agreement) and with all its obligations current, the Borrower shall have Availability other Loan Documents, and, with respect to the Borrowers, the Borrowings and the issuance of at least $15,000,000.Letters of Credit; (cv) All a certificate of each Obligated Party signed by a Responsible Officer: (A) stating that all of the representations and warranties made hereunder and in the other Loan Documents shall or deemed to be made under this Agreement are true and correct as if made on such date. (d) No Default or Event of Default shall have occurred and be continuing the Closing Date, after giving effect to the Loans to be made at such time and the Letters application of the proceeds thereof and the issuance of any Letter(s) of Credit at such time, (B) stating that no Default or Event of Default exists, (C) specifying the account of the Borrowers which is the Designated Account, and (D) certifying as to such other factual matters as may be reasonably requested by the Agent; (vi) with respect to any Letter of Credit to be issued on the Closing Date.issued, all documentation required by Section 1.4, duly executed; (evii) The Agent a Revolving Loans Note and a Term Loans Note, payable to the Lenders shall have received such opinions order of counsel for each Lender in the Borrower amount of its Revolving Loans Commitment (with respect to the Revolving Loans Note) and its Subsidiaries Term Loans Commitment (with respect to the Term Loans Note), duly executed and delivered by each Borrower, complying with the requirements of Section 1.2(b) and Section 1.3(c); (viii) UCC financing statements with respect to the Collateral as the Agent or any Lender shall request, each such opinion to may be in a form, scope, and substance satisfactory to requested by the Agent, duly authorized by the Lendersrespective Obligated Parties, in all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent's Liens therein and their respective counsel. (f) The Agent shall have received: (i) acknowledgment copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that in each jurisdiction the Agent may deem deems necessary or desirable in order to perfect the Agent’s 's Liens; and; (iiix) duly executed UCC-3 Termination Statements UCC termination statements or assignments and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the assets property of the Borrower and its Subsidiaries Obligated Parties except Permitted Liens.; (gx) The a Copyright Security Agreement, a Patent Security Agreement, and a Trademark Security Agreement, as applicable, with respect to all Proprietary Rights, if any, owned by any Obligated Party which must be registered with any Governmental Authority to perfect the Agent's Liens in such Proprietary Rights, duly executed by each Obligated Party, as applicable; (xi) the Borrower shall have paid all fees Security Agreement duly executed and expenses delivered by each of the Agent Borrowers, a Guarantor Security Agreement duly executed and the Attorney Costs incurred in connection with any delivered by each of the Loan Documents Guarantors, and a Pledge Agreement executed by each Borrower or other Obligated Party that owns any Capital Stock of any Obligated Party; (A) stock certificates and stock powers (duly executed in blank) for one hundred percent (100%) of the transactions contemplated thereby Capital Stock (to the extent invoiced. (hcertificated) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by this Agreement. (i) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files each Subsidiary of the Borrower and to make copies Parent which is organized under the laws of the U.S. or any state thereof, and to conduct a pre-closing audit which shall includetogether with acknowledgments executed by the respective issuers thereof, without limitation, verification of Inventory, Accounts, and the Borrowing Base, and the results of such examination and audit shall have been satisfactory to the Agent and the Lenders in all respects. (j) All proceedings taken in connection with the execution of this Agreement, the Senior Notes Documents, the Securitization Unwind Documents, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders. (k) The Agent shall have received evidence satisfactory to it that the Borrower received at least $165,000,000 in proceeds from the issuance of the Senior Notes (less fees, costs and expenses associated with such issuance) pursuant to the Senior Note Documents which shall be in form and substance satisfactory to the Agent. , (lB) the original of each promissory note or other instrument evidencing any Collateral, together with an appropriate endorsement thereto, other than the Existing ▇▇▇▇▇ Finance Notes, (C) "control" agreements (pursuant to the UCC), each duly executed, as the Agent shall have received evidence satisfactory may request with respect to it that any deposit account or any Investment Property listed in Schedule 6.28, and (D) as to each deposit account of any of the Amended and Restated Credit AgreementBorrowers, dated as of April 12, 2001, among the Borrower, the lenders party thereto an agreement whereby such Borrower and the agent named therein shall have been terminateddepository bank agree that all collected funds contained or deposited in such deposit account from time to time are swept, all indebtednesson a daily basis, liabilities and obligations outstanding thereunder shall have been paid in full and all liens, if any, granted thereunder shall have been released. (m) Agent shall have received evidence satisfactory to it that the Securitization Unwind occurred. (n) Without limiting the generality of the items described above, the Agent shall have received (in form and substance reasonably satisfactory a manner acceptable to the Agent) the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the Agent to the Borrower prior to the Closing Date. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be into a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.Payment Account;