Common use of Conditions to Initial Advances Clause in Contracts

Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent: (a) Agent shall have confirmed the receipt of all required court approvals for the execution and performance of the Debtors under the Other Documents; (b) Agent shall have received the Interim Order; (c) Agent shall have received this Agreement and the Other Documents required by Agent to be delivered in connection herewith, in each case, in form and substance acceptable to Agent and the Lenders; (d) Agent shall have received the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided that the form of Term DIP Loan Agreement attached to the Restructuring Support Agreement shall be deemed acceptable to the Agent; (e) Agent shall have received the First Amendment to Intercreditor Agreement, dated as of the Closing Date, by and among the Agent, the Term DIP Loan Agent and the Loan Parties; (f) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order; (g) Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements and receipts, including all updates and supplements thereto, to be in form and substance reasonably acceptable to the and the Lenders to the extent material to the interests of the Lenders; and (h) the Bankruptcy Court shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which shall be in form and substance and on terms and conditions satisfactory to Agent in its sole and absolute discretion (any such order, the “Cash Management Order”).

Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent: (a) The Agent shall have confirmed the receipt received a certificate of all required court approvals for the execution and performance each of the Debtors under Loan Parties signed by an Authorized Officer, dated the Other DocumentsClosing Date stating that the Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Default exists and no Material Adverse Change has occurred since the date of the last audited financial statements of ATI and its Subsidiaries delivered to the Agent; (b) The Agent shall have received a certificate dated the Interim Order;Closing Date and signed by the Secretary, an Assistant Secretary, Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the Other Documents; (b) the names of the Authorized Officers authorized to sign this Agreement and the Other Documents and their true signatures; and (c) copies of its Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; 268323208 (c) The Agent shall have received good standing certificates, or similar certifications, for each Loan Party dated not more than sixty (60) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party's jurisdiction of incorporation or formation, as the case may be, and each jurisdiction where the conduct of each entity's business activities or the ownership of each such entity's properties necessitates qualification; (d) The Agent shall have received this Agreement and each of the Other Documents required signed by an Authorized Officer; (e) The Agent shall have received written opinion(s) of counsel for the Loan Parties, dated the Closing Date for the benefit of the Agent and each Lender and in form and substance satisfactory to be delivered in connection herewith, in each casethe Agent and its counsel; (f) The Agent shall have received, in form and substance acceptable satisfactory to Agent, (i) evidence that insurance required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by the Loan Parties' insurance broker containing such information regarding the Loan Parties' casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured and lenders loss payee as provided herein, and (iii) lender loss payable endorsements issued by the LendersLoan Parties' insurer naming Agent as lenders loss payee to the extent provided herein; (dg) The Agent shall have received from the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an Borrowers a Borrowing Base Certificate as of August 31. 2019 demonstrating that (1) the aggregate amount not less than $70,000,000; provided that of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the form of Term DIP Loan Agreement attached amount requested by ▇▇▇▇▇▇▇▇▇ on the Closing Date, (2) after giving effect to the Restructuring Support initial Advances hereunder, Borrowers shall have Undrawn Availability of at least Two Hundred and Fifty Million and 00/100 Dollars($250,000,000.00), and (3) the Average Undrawn Availability as of the Closing Date after giving effect to the initial Advances hereunder; (h) The Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall be deemed have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary; (i) The Agent shall have received a copy of the Projections in form and substance satisfactory to the Agent; (j) Lien searches for each of the Loan Parties in acceptable scope and with results acceptable to the Agent; (ek) The Agent shall have received (i) evidence acceptable to the First Amendment Agent that all existing Indebtedness that is to Intercreditor Agreementbe paid by initial Advances hereunder will be paid in full, dated as of the Closing Dateand (ii) evidence satisfactory to Agent that all necessary termination statements, by satisfaction documents and among the Agent, the Term DIP any other applicable releases in connection with any such existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Encumbrances have been filed or arrangements satisfactory to Agent and the Loan Partieshave been made for such filing; (fl) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, The Agent shall have received reimbursement in full in cash evidence satisfactory to the Agent of the professional fees, costs amount and expenses nature of Agent and the Lenders in accordance with the terms all contingent liabilities of the Interim Order;Loan Parties including tax, ERISA, employee retirement benefit and other contingent liabilities; 268323208 (gm) The Agent shall have received evidence satisfactory to the initial BudgetAgent (i) no litigation, setting forth projected cash flowsinvestigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party (A) in connection with this Agreement or the Other Documents or any of the transactions contemplated thereby and which, together in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, constitute a Material Adverse Change; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with detailed information as to projected disbursements and receiptsthe due consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Body; (n) Each document (including any Uniform Commercial Code financing statement) required by this Agreement, including all updates and supplements thereto, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon 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, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (o) The Agent shall have received Lien Waiver Agreements in form and substance reasonably acceptable satisfactory to the Agent (or the Agent shall have implemented appropriate rent reserves as determined by the Agent in its Permitted Discretion), with respect to all locations or places at which Inventory and books and records are located as set forth on Schedule 4.4 hereto other than those locations of the Loan Parties identified on Schedule 4.4 at which less than Five Hundred Thousand and 00/100 Dollars ($500,000.00) of Collateral is located; (p) The Agent shall have completed a Collateral examination and received an Inventory appraisal, the results of which shall be satisfactory in form and substance to Lenders; (q) The Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof; (i) Since December 31, 2018 there shall not have occurred any event, condition or state of facts which could reasonably be expected to result in a Material Adverse Change and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect; (s) The Agent shall be reasonably satisfied that each Loan Party is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Lenders Anti-Terrorism Laws; (t) The Existing Credit Agreement shall have been amended and restated at closing and all outstanding obligations thereunder shall be deemed to be Obligations hereunder, and such Obligations shall be allocated to each Lender on the extent material Closing Date in accordance with such ▇▇▇▇▇▇'s Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable; and the Agent shall have paid all outstanding amounts owed to any lender under the interests of the LendersExisting Credit Agreement who is not a Lender under this Agreement; and (hu) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Bankruptcy Court shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which transactions contemplated by this Agreement shall be satisfactory in form and substance and on terms and conditions satisfactory to Agent in and its sole and absolute discretion (any such order, the “Cash Management Order”).counsel. 268323208

Conditions to Initial Advances. The agreement obligations of the ------------------------------ Lenders to to, on and after the Closing Date, continue advances outstanding under the Existing Credit Agreement as Advances hereunder, make the initial Advances requested to be made hereunder and receive through the Agent the initial Competitive Bid Request and the initial Notice of Conversion/Continuation, and the obligation of the Issuing Bank to, on and after the Closing Date is Date, continue any letter of credit outstanding under the Existing Credit Agreement as a Letter of Credit hereunder and issue any Letter of Credit hereunder, are subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent, each of which shall be satisfied prior to or on the Closing Date: (a) Agent shall have confirmed the receipt of all required court approvals for the execution and performance of the Debtors under the Other Documents; (b) The Agent shall have received all of the Interim Order; (c) Agent shall have received this Agreement and the Other Documents required by Agent to be delivered in connection herewith, in each case, following in form and substance acceptable reasonably satisfactory to the Agent and legal counsel for the LendersAgent (unless otherwise specified or unless the Agent otherwise agrees): (1) executed counterparts of this Agreement, sufficient in number for distribution to the Borrower, the Agent and each Lender; (d2) Agent shall have received the Term DIP Loan AgreementCommitted Advance Notes, which shallexecuted by the Borrower in favor of each Lender requesting a Committed Advance Note, among other thingseach in a principal amount equal to that Lender's Pro Rata Share of the Total Commitment; (3) the Bid Advance Notes, provide executed by the Borrower in favor of each Lender, each in a principal amount equal to $137,500,000; (4) with respect to Sunrise: (i) the certificate of incorporation of Sunrise as in effect on the Closing Date, certified by the secretary of state of the state of Delaware as of a recent date and by the Secretary or Assistant Secretary of Sunrise as of the Closing Date; (ii) the bylaws of Sunrise as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of Sunrise as of the Closing Date; and (iii) a good standing certificate for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided Sunrise from the secretary of state of the states of Delaware and California dated as of a recent date; (5) with respect to each Guarantor: (i) if the certificate of incorporation of any Guarantor that was a guarantor under the form of Term DIP Loan Existing Credit Agreement attached to has been amended since the Restructuring Support Agreement shall be deemed acceptable date last delivered to the Agent, a copy of such certificate and the bylaws of such Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Guarantor as of the Closing Date; (ii) with respect to each other Guarantor, its certificate of incorporation and bylaws as in effect on the Closing Date, certified by the secretary of state of the state of its incorporation as of a recent date and by the Secretary or Assistant Secretary of such Guarantor as of the Closing Date; and (iii) a good standing certificate for each Guarantor from the secretary of state of the state of its incorporation; (e6) certified copies of (i) the resolutions of the Board of Directors of the Borrower and each Guarantor approving this Agreement and each other Loan Document to which it is or is to be a party and the transactions contemplated hereby and thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals with respect to each Loan Document and the transactions contemplated thereby; (7) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered by it hereunder which certificates may be conclusively relied on by the Agent until the Agent shall have received receive a further certification of the First Amendment to Intercreditor AgreementSecretary or Assistant Secretary of such Loan Party cancelling or amending the prior certificate of such Loan Party and submitting the names and signatures of the officers named in such further certificate; (8) a certificate signed by a Senior Officer of the Borrower, dated as of the Closing Date stating that: (i) the representations and warranties contained in Article V are true and correct on and as of the Closing Date; (ii) no Default or Event of Default exists on the Closing Date; and (iii) there has occurred since June 30, by and among the Agent1995, the Term DIP Loan Agent and the Loan Partiesno event or circumstance that constitutes a Material Adverse Effect; (f9) Substantially concurrently the financial statements described in Section 5.05, together with the initial funding under the Term DIP Loan Agreementa Compliance Certificate calculated as of June 30, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order1995; (g10) favorable opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Borrower, and ▇▇▇▇▇▇▇ & ▇▇▇▇, special Wisconsin counsel, as to the Borrower and all Guarantors; and (11) such other assurances, certificates, documents, consents or opinions as the Agent may reasonably require. (b) The Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements fees described in Section 2.03 (a) for its and receipts, including all updates the Arranger's account; (c) The reasonable allocated fees and supplements thereto, to be in form and substance reasonably acceptable expenses of Bank of America's inhouse counsel invoiced to the and the Lenders Closing Date, relating to the extent Loan Documents shall have been paid by Borrower; (d) The representations and warranties contained in Article V shall be true and correct in all material to the interests respects; (e) No Default or Event of the LendersDefault shall have occurred and be continuing; and (hf) the Bankruptcy Court Each Lender shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which shall be in form and substance and on terms and conditions satisfactory satisfactorily completed its due diligence with respect to Agent in its sole and absolute discretion (any such order, the “Cash Management Order”)this Agreement.

Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent: (a) The Agent shall have confirmed the receipt received a certificate of all required court approvals for the execution and performance each of the Debtors under Loan Parties signed by an Authorized Officer, dated the Other DocumentsClosing Date stating that the Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Default exists and no Material Adverse Change has occurred since the date of the last audited financial statements of ATI and its Subsidiaries delivered to the Agent; (b) The Agent shall have received a certificate dated the Interim OrderClosing Date and signed by the Secretary, an Assistant Secretary, Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with 222233776 this Agreement and the Other Documents; (b) the names of the Authorized Officers authorized to sign this Agreement and the Other Documents and their true signatures; and (c) copies of its Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; (c) The Agent shall have received good standing certificates, or similar certifications, for each Loan Party dated not more than sixty (60) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party's jurisdiction of incorporation or formation, as the case may be, and each jurisdiction where the conduct of each entity's business activities or the ownership of each such entity's properties necessitates qualification; (d) The Agent shall have received this Agreement and each of the Other Documents required signed by an Authorized Officer; (e) The Agent shall have received written opinion(s) of counsel for the Loan Parties, dated the Closing Date for the benefit of the Agent and each Lender and in form and substance satisfactory to be delivered in connection herewith, in each casethe Agent and its counsel; (f) The Agent shall have received, in form and substance acceptable satisfactory to Agent, (i) evidence that insurance required to be maintained under this Agreement is in full force and effect, (ii) insurance certificates issued by the Loan Parties' insurance broker containing such information regarding the Loan Parties' casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured and lenders loss payee as provided herein, and (iii) lender loss payable endorsements issued by the LendersLoan Parties' insurer naming Agent as lenders loss payee to the extent provided herein; (dg) The Agent shall have received from the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an Borrowers a Borrowing Base Certificate as of August 31. 2019 demonstrating that (1) the aggregate amount not less than $70,000,000; provided that of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the form of Term DIP Loan Agreement attached amount requested by Borrowers on the Closing Date, (2) after giving effect to the Restructuring Support initial Advances hereunder, Borrowers shall have Undrawn Availability of at least Two Hundred and Fifty Million and 00/100 Dollars($250,000,000.00), and (3) the Average Undrawn Availability as of the Closing Date after giving effect to the initial Advances hereunder; (h) The Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall be deemed acceptable have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary; (i) The Agent shall have received a copy of the Projections in form and substance satisfactory to the Agent; (ej) Lien searches for each of the Loan Parties in acceptable scope and with results acceptable to the Agent; 222233776 (k) The Agent shall have received the First Amendment to Intercreditor Agreement, dated as of the Closing Date, by and among the Agent, the Term DIP Loan Agent and the Loan Parties; (fi) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order; (g) Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements and receipts, including all updates and supplements thereto, to be in form and substance reasonably evidence acceptable to the Agent that all existing Indebtedness that is to be paid by initial Advances hereunder will be paid in full, and the Lenders to the extent material to the interests of the Lenders; and (hii) the Bankruptcy Court shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which shall be in form and substance and on terms and conditions evidence satisfactory to Agent that all necessary termination statements, satisfaction documents and any other applicable releases in its sole and absolute discretion (connection with any such order, the “Cash Management Order”).existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Encumbrances have been filed or arrangements satisfactory to Agent have been made for such filing;

Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent: (a) Agent shall have confirmed received the receipt Note duly executed and delivered by an authorized officer of all required court approvals for the execution and performance of the Debtors under the Other DocumentsBorrower; (b) Each document (including any Uniform Commercial Code financing statement or similar document under the laws of Canada or any province contained therein) required by this Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon 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, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the Interim Orderpayment of any necessary fee, tax or expense relating thereto; (c) Agent shall have received this Agreement and a copy of the Other Documents required by Agent to be delivered in connection herewith, in each case, resolutions in form and substance acceptable reasonably satisfactory to Agent Agent, of the Management Committee of Borrower authorizing (i) the execution, delivery and performance of this Agreement, the LendersNote, the Mortgage, the Other Documents, and any related agreements and (ii) the granting by Borrower of the security interests in and liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of Borrower as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (d) Agent shall have received a certificate of the Term DIP Loan Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signature of the officers of Borrower executing this Agreement, which shallthe Other Documents, among any certificate or other thingsdocuments to be delivered by it pursuant hereto, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided that together with evidence of the form incumbency of Term DIP Loan Agreement attached to the Restructuring Support Agreement shall be deemed acceptable to the Agentsuch Secretary or Assistant Secretary; (e) Agent shall have received the First Amendment to Intercreditor Agreement, dated as a copy of the Closing DateCertificate of Formation of Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of formation, together with copies of the Operating Agreement of Borrower and among all agreements of Borrower’s members certified as accurate and complete by the Agent, the Term DIP Loan Agent and the Loan PartiesSecretary of Borrower; (f) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash good standing certificates for Borrower dated not more than ten (10) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of Borrower’s jurisdiction of formation and each jurisdiction where the professional fees, costs and expenses conduct of Agent and Borrower’s business activities or the Lenders in accordance with the terms ownership of the Interim Orderits properties necessitates qualification; (g) Agent shall have received the initial Budgetexecuted legal opinion of Dickinson, setting forth projected cash flowsMackaman, together with detailed information as to projected disbursements and receiptsTyler & ▇▇▇▇▇, including all updates and supplements thereto, to be P.C. in form and substance reasonably acceptable satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Note, the Other Documents and related agreements as Agent may reasonably require and Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (h) Agent shall have received the executed legal opinion of Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP in form and substance satisfactory to Agent which shall cover such Canadian matters incident to the transactions contemplated by this Agreement, the Note, the Other Documents and related agreements as Agent may reasonably require; (i) (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against Borrower or against the officers, directors or managers of Borrower (A) in connection with this Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect, and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body; (j) Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(j). (k) Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Lenders, of the Accounts, Inventory, General Intangibles, Real Property, Leasehold Interests and Equipment of Borrower and all books and records in connection therewith; (l) Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof; (m) Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders; (n) Agent shall have received in form and substance satisfactory to Agent, certified copies of Borrower’s casualty insurance policies, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming Agent as loss payee, and certified copies of Borrower’s liability insurance policies, together with endorsements naming Agent as a co-insured; (o) Environmental Reports. Agent shall have received all environmental studies and reports prepared by independent environmental engineering firms with respect to all Real Property owned or leased by Borrower; (p) Agent shall have received written instructions from Borrower directing the application of proceeds of the initial Advances made pursuant to this Agreement; (q) Agent shall have received duly executed deposit account control agreements for the Borrower’s Deposit Accounts; (r) Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Lenders Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the extent Collateral, as Agent and its counsel shall deem necessary; (i) since September 30, 2005, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect; (t) Agent shall have received landlord agreements satisfactory to Agent with respect to the interests premises leased by Borrower from Garmar Grain, Inc., MC Soya Canada Ltd, Westway Terminal Company, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Terminals, LLC; (u) Agent shall have received the executed control agreements from FCStone, LLC and FCStone Trading and Other Documents in form and substance satisfactory to Agent; (v) Agent shall have reviewed all material contracts of Borrower including leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to Agent; (w) Agent shall have received a closing certificate signed by the President or Chief Financial Officer of Borrower dated as of the Lendersdate hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing; (x) Agent shall have received evidence from Borrower that the aggregate amount of Eligible Accounts, Eligible Hedge Margin Net Liquidation Value, and Eligible Inventory is sufficient in value and amount to support Advances in the amount requested by Borrower on the Closing Date; (y) Agent shall be reasonably satisfied that Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Trading with the Enemy Act; and (hz) the Bankruptcy Court Agent shall have entered a customary “cash management order” adopting and implementing cash management arrangements for received the Debtors, which shall be in form and substance and on terms and conditions satisfactory to Agent in its sole and absolute discretion (any such order, the “Cash Management Order”)executed Subordination Agreements.

Conditions to Initial Advances. The agreement obligations of the Lenders to to, on and after the Closing Date, continue advances outstanding under the Existing Credit Agreement as Advances hereunder, make the initial Advances requested to be made hereunder and receive through the Agent the initial Competitive Bid Request and the initial Notice of Conversion/Continuation, and the obligation of the Issuing Lender to, on and after the Closing Date is Date, continue any letter of credit outstanding under the Existing Credit Agreement as a Letter of Credit hereunder and issue any Letter of Credit hereunder, are subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent, each of which shall be satisfied prior to or on the Closing Date: (a) Agent shall have confirmed the receipt of all required court approvals for the execution and performance of the Debtors under the Other Documents; (b) The Agent shall have received all of the Interim Order; (c) Agent shall have received this Agreement and the Other Documents required by Agent to be delivered in connection herewith, in each case, following in form and substance acceptable reasonably satisfactory to the Agent and legal counsel for the Agent (unless otherwise specified or unless the Agent otherwise agrees): (1) executed counterparts of this Agreement signed by the Borrower, the Agent and at least the Majority Lenders, sufficient in number for distribution to the Borrower, the Agent and each Lender; (d2) Agent shall have received with respect to each Guarantor: (i) if the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided certificate of incorporation of any Guarantor that was a guarantor under the form of Term DIP Loan Existing Credit Agreement attached to has been amended since the Restructuring Support Agreement shall be deemed acceptable date last delivered to the Agent, a copy of such certificate and the bylaws of such Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Guarantor as of the Closing Date; (ii) with respect to each other Guarantor, its certificate of incorporation and bylaws as in effect on the Closing Date, certified by the secretary of state of the state of its incorporation as of a recent date and by the Secretary or Assistant Secretary of such Guarantor as of the Closing Date; and (iii) a good standing certificate for each Guarantor from the secretary of state of the state of its incorporation; (e3) certified copies of (i) the resolutions of the Board of Directors of the Borrower and each Guarantor approving this Agreement and each other Loan Document to which it is or is to be a party and the transactions contemplated hereby and thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals with respect to each Loan Document and the transactions contemplated thereby; (4) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered by it hereunder which certificates may be conclusively relied on by the Agent until the Agent shall have received receive a further certification of the First Amendment to Intercreditor AgreementSecretary or Assistant Secretary of such Loan Party cancelling or amending the prior certificate of such Loan Party and submitting the names and signatures of the officers named in such further certificate; (5) a certificate signed by a Senior Officer of the Borrower, dated as of the Closing Date stating that: (i) the representations and warranties contained in Article V are true and correct on and as of the Closing Date; (ii) no Default or Event of Default exists on the Closing Date; and (iii) there has occurred since June 28, by and among the Agent1996, the Term DIP Loan Agent and the Loan Partiesno event or circumstance that constitutes a Material Adverse Effect; (f6) Substantially concurrently with such other assurances, certificates, documents, consents or opinions as the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order;may reasonably require. (gb) The Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements fees described in Section 2.03(a) and receipts, including all updates 2.03(b) due on the Closing Date; (c) The reasonable allocated fees and supplements thereto, to be in form and substance reasonably acceptable expenses of Bank of America's inhouse counsel invoiced to the and the Lenders Closing Date, relating to the extent Loan Documents shall have been paid by Borrower; (d) The representations and warranties contained in Article V shall be true and correct in all material to the interests respects; (e) No Default or Event of the LendersDefault shall have occurred and be continuing; and (hf) the Bankruptcy Court Each Lender shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which shall be in form and substance and on terms and conditions satisfactory satisfactorily completed its due diligence with respect to Agent in its sole and absolute discretion (any such order, the “Cash Management Order”)this Agreement.

Conditions to Initial Advances. The agreement obligations of the Lenders (including the Swingline Lender) to make Loans and the initial Advances requested obligation of the Issuing Banks to be made issue any Letters of Credit hereunder shall not become effective until the date on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making of such Advances, which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have confirmed the receipt received payment of all required court approvals for fees, expenses and other amounts due and payable on or prior to the execution and performance Initial Funding Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Debtors Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder, under any other Loan Document and under any agreement with the Other Documents;Administrative Agent or the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the Interim Order; (c) Agent shall have received this Agreement and the Other Documents required by Agent to be delivered in connection herewithfollowing, in each case, in form and substance acceptable to Agent and the Lenders; (d) Agent shall have received the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided that the form of Term DIP Loan Agreement attached to the Restructuring Support Agreement shall be deemed acceptable to the Agent; (e) Agent shall have received the First Amendment to Intercreditor Agreement, dated as of the Closing Date, by and among the Agent, the Term DIP Loan Agent and the Loan Parties; (f) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order; (g) Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements and receipts, including all updates and supplements thereto, to be in form and substance reasonably acceptable satisfactory to the and the Lenders Administrative Agent: (i) a favorable written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the extent material Loan Parties, addressed to the interests Administrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (ii) a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) and (z) since the date of the financial statements of the Borrowers described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (iii) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (iv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (v) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date and that after giving pro forma effect to the transactions contemplated hereby, the ratio of (x) Consolidated Total Indebtedness as of the Closing Date to (y) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on March 31, 2013 shall not exceed 1.00:1.00; (vii) the Guaranty and Security Agreement, duly executed by the Borrowers, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary jurisdictions and under all legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrowers, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank; and (hviii) the Bankruptcy Court shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtorscopies of duly executed payoff letters, which shall be in form and substance and on terms and conditions reasonably satisfactory to the Administrative Agent, executed by the Existing Lender or the administrative agent thereof, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the real property of the Borrowers and their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent in its sole to evidence the payoff of Indebtedness owed to the Existing Lender. (c) All conditions precedent to the Closing Date IPO, shall have been satisfied, and absolute discretion (any such order, the “Cash Management Order”)Closing Date IPO shall be consummated prior to or simultaneously with the closing and funding of the Loans.

Conditions to Initial Advances. The agreement initial advances of Lenders to make proceeds of the initial Advances requested to LOANS shall be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently with the making satisfaction of such Advances, each of the following conditions precedent: (a) Agent a. All of the LOAN DOCUMENTS shall be executed and delivered by the BORROWER, the GUARANTORS, and all other signatories, to the LENDER; b. The LENDER shall have confirmed received and, in its sole discretion, approved: (i) a certificate in form and substance satisfactory to the receipt of all required court approvals for LENDER, given by the execution and performance secretary or other authorized officer of the Debtors under BORROWER, accompanied by certified copies of the Other DocumentsArticles of Incorporation of the BORROWER, with all amendments thereto, the By-Laws of the BORROWER, with all amendments thereto, and resolutions of the BORROWER authorizing all of the transactions contemplated by this AGREEMENT and the other LOAN DOCUMENTS; (bii) Agent shall have received such lien search reports and other evidence of the Interim Ordervalidity and priority of the security interests granted to the LENDER under the LOAN DOCUMENTS as the LENDER deems necessary or appropriate; (ciii) Agent shall have received this Agreement true and complete copies of insurance policies or certificates evidencing that all insurance coverages required under the LOAN DOCUMENTS are in full force and effect as of CLOSING; (iv) certificates in form and substance satisfactory to the LENDER, given by the secretary or other authorized officer of each of the GUARANTORS, accompanied by certified copies of the Articles of Incorporation of each GUARANTOR, with all amendments thereto and the Other Documents required By-Laws of each GUARANTOR, with all amendments thereto, and resolutions of each of the GUARANTORS authorizing all of the transactions contemplated by Agent to be delivered in connection herewith, in each case, the GUARANTY AGREEMENT; (v) true and complete copies of the ten (10) largest (on the basis of unpaid contract value) contracts of the BORROWER with the United States government or any agency or department thereof; (vi) letter from the BORROWER'S and the GUARANTORS' legal counsel in form and substance acceptable to Agent the LENDER and the LendersLENDER'S counsel; (d) Agent c. As of CLOSING, all legal matters incidental to the providing of the LOANS shall be satisfactory to the LENDER'S counsel; d. All expenses to be paid by the BORROWER pursuant to this AGREEMENT and incurred as of CLOSING shall have received been paid by the Term DIP Loan Agreement, which shall, among other things, provide for debtor in possession financing provided by Highbridge Capital Management, LLC, in an aggregate amount not less than $70,000,000; provided that the form of Term DIP Loan Agreement attached to the Restructuring Support Agreement shall be deemed acceptable to the Agent; (e) Agent shall have received the First Amendment to Intercreditor Agreement, dated as of the Closing Date, by and among the Agent, the Term DIP Loan Agent and the Loan Parties; (f) Substantially concurrently with the initial funding under the Term DIP Loan Agreement, Agent shall have received reimbursement in full in cash of the professional fees, costs and expenses of Agent and the Lenders in accordance with the terms of the Interim Order; (g) Agent shall have received the initial Budget, setting forth projected cash flows, together with detailed information as to projected disbursements and receipts, including all updates and supplements thereto, to be in form and substance reasonably acceptable to the and the Lenders to the extent material to the interests of the LendersBORROWER; and (h) the Bankruptcy Court shall have entered a customary “cash management order” adopting and implementing cash management arrangements for the Debtors, which e. The LENDER shall be in form satisfied that no MATERIAL ADVERSE EVENT has occurred and substance and on terms and conditions satisfactory to Agent in its sole and absolute discretion (any such order, the “Cash Management Order”)is continuing.