Common use of Conditions to Initial Loans Clause in Contracts

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letter.

Conditions to Initial Loans. Each Lender’s obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, proxies and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, documents and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,00030,000,000; (e) since February 2December 31, 20192017, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent’s costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed expenses as Revolving Loans) provided, that Borrowers shall only be obligated to pay or reimburse Agent for legal fees in writing between the Borrowers amount up to and the Agent, including those set forth in the Agent Fee Letternot to exceed $30,000.

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund make the Initial Loans is, in addition to the conditions precedent specified in Section 3.02, subject to satisfaction of each of the following conditions: (a) On or before the Effective Date, the Company shall have delivered to the Banks (or to the Administrative Agent with sufficient copies, originally executed where appropriate, for each Bank) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to the Effective Date; (ii) Copies of its Bylaws, certified as of the Effective Date by its corporate secretary or an assistant secretary; (iii) Resolutions of its Board of Directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be executed by the Company in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Associate General Counsel of the Company, dated as of the Effective Date, substantially in the form of Exhibit B annexed hereto; the Company hereby expressly instructs such counsel to prepare such opinion and deliver it to the Banks for their benefit and such opinion shall contain a statement to that effect. (c) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Agents, dated as of the Effective Date, substantially in the form of Exhibit C annexed hereto. (d) The Credit Agreement, dated as of April 1, 1998, as amended (the "1998 Credit Agreement"), among the Company, the Banks listed therein, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as administrative agent, The Chase Manhattan Bank, Citicorp Securities, Inc. and Deutsche Bank AG, New York Branch, as co-syndication agents and all commitments to lend thereunder shall have been terminated and the obligations of the Borrowers thereunder shall have been discharged in full; provided that the written notice of termination by the Company pursuant to the 1998 Credit Agreement may state that such notice is conditioned on the Closing Date under this Agreement is subject occurrence of the Effective Date. (e) The Credit Agreement, dated as of November 20, 2001 (the "2001 Credit Agreement"), among the Company, the Banks listed therein and JPMorgan Chase, as administrative agent, and all commitments to lend thereunder shall have been terminated and the following conditions precedent (as well as any other obligations of the Company thereunder shall have been discharged in full. The Administrative Agent shall promptly notify the Company, the Banks and the Administrative Agent of the satisfaction of the conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsSection 3.01, and certificates as Agent may requiresuch notice shall be conclusive and binding on all parties hereto. Promptly thereafter, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, the notes issued by the Borrowers under the 1998 Credit Agreement and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent 2001 Credit Agreement shall have completed its business and legal due diligence pertaining be returned by the lenders thereunder to the Loan Parties and their respective businesses and assetsCompany, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Lettermarked "Cancelled".

Conditions to Initial Loans. Each Lender’s obligation The obligations of Lenders and L/C Issuers to fund make the initial Loans and to issue or cause to be issued Letters of Credit on the Closing Date under this Agreement is subject are, in addition to the following conditions precedent (as well as any other conditions set forth specified in this Agreement or any other Loan Document)Section 3.2, all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):subject to (a) each Loan Party Obligor Holdings and Merger Sub having received equity contributions from Sponsor, management or other investors in an amount not less than $47,750,000, of which $37,750,000 will be in cash (with Sponsor being the controlling shareholder on a fully-diluted basis), and the proceeds of all such equity contributions shall have duly executed and/or delivered, or, as applicable, been contributed to the capital of the Borrower; provided that up to $10,000,000 of the investment by management shall have caused such other applicable Persons consist of obligations to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit Bmake Contingent Payments; (b) Funded Debt shall not exceed $48,000,000 on the Closing Date after giving effect to the Related Transactions, and the Leverage Ratio calculated using Funded Debt at the Closing Date and EBITDA for the twelve month period ending on June 30, 2006 shall not exceed 3.5 to 1.0; (c) no more than $3,000,000 of Revolving Loans shall be advanced on the Closing Date (including issued Letters of Credit), and after giving effect to the Loans and the Related Transactions and the payment of all fees and expenses in connection therewith, Borrowing Availability shall be at least $9,500,000; (d) the Related Transactions shall have been consummated in accordance with their respective terms, except as may have been consented to in writing by Agent; (e) Borrower shall have entered into employment, confidentiality, stock purchase and non-compete documents with stockholders of Holdings reasonably satisfactory to Agent; (f) Agent shall have completed background and reference checks with results satisfactory to Agent on: (i) Borrower and any of its business Affiliates, and legal due diligence pertaining to (ii) the Loan Parties CEO, CFO, COO, shareholders, officers, and directors of each of Holdings, Borrower, their Subsidiaries and each of their respective businesses and assetsAffiliates, with results thereof satisfactory to in each case as determined by Agent in its sole discretion; (cg) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loansno material adverse change in the business, as well as to financial condition, collateral, operations, industry, properties or prospects of the payment Borrower or any of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event its Subsidiaries shall have occurred and be continuing and no litigation shall have commenced which has had, or could reasonably be expected to have, have a Material Adverse Effect on any of the foregoing; (h) no material disruption of, or material adverse change in, the financial, banking or capital markets shall have resulted that could, in Agent’s judgment, reasonably be expected to materially impair Agent’s ability to complete the primary syndication (as described in the Freeport Fee Letter) of the credit facility; (i) the purchase price of the Addus Acquisition (inclusive of aggregate fees and closing costs, including those payable to Agent and Lenders, and inclusive of $10,000,000 of obligations to make Contingent Payments) will not exceed $92,750,000, and Agent and Lenders shall have had the opportunity to review and shall be reasonably satisfied with the terms of the documentation for the Addus Acquisition, including, without limitation, all disclosure schedules and exhibits, and Agent shall have received a collateral assignment of Borrower’s rights under such documents; (j) Company and Merger Sub shall have delivered the Borrower Assignment and Assumption Agreement on the Closing Date upon the consummation of the Merger; (k) Borrower shall have delivered financial projections, which shall be reasonably satisfactory in form and substance to Agent and Lenders; (l) Agent and Lenders shall be satisfied, based on financial statements (actual and pro forma), projections and other evidence provided by Borrower, or requested by Agent, that Borrower after incurring the Indebtedness contemplated hereunder, will be Solvent; (m) Borrower shall have delivered any material third-party and regulatory approvals and consents necessary to consummate the Addus Acquisition which shall be final and non-appealable; (n) Borrower shall have delivered, no later than ten (10) Business Days prior to Closing, all environmental audit reports required by Agent which shall have been prepared by a nationally recognized environmental engineering firm acceptable to Agent, and Agent and its environmental consultants shall have approved the scope and content of all such environmental audit reports with respect to real property owned or leased by Borrower or any of its Subsidiaries and shall be satisfied that there are no existing or potential Environmental Liabilities which could have an adverse impact on the financial condition of Borrower; (o) Borrower shall have delivered all policies or binders for property and casualty, liability, business interruption and other insurance satisfying the requirements of Section 5.2; (p) Borrower shall have delivered executed copies of the legal opinion of King & Spalding, LLP, special counsel to the Loan Parties, in addition to such local counsel opinions reasonably requested by Agent, all dated as of the date hereof and in form and substance reasonably satisfactory to Agent; (q) Borrower shall have delivered (i) copies of the organizational documents of each of the Loan Parties, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of each such Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization dated a recent date prior to the date hereof, (ii) resolutions of the governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the date hereof by the secretary or similar officer of Borrower as being in full force and effect without modification or amendment and (iii) signature and incumbency certificates of the officers of Holdings, Borrower or such Subsidiary executing the Loan Documents; and (fr) Borrowers Borrower shall have paid deliver all documents listed on, take all actions set forth on and satisfy all other conditions precedent listed in the Closing Checklist attached hereto as Annex B, all in form and substance, or in a manner, satisfactory to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee LetterLenders.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,0002,000,000; (e) since February 2December 31, 20192018, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and; (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's costs, charges and expenses payable incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and expenses as Revolving Loans); (g) the HHG Note shall have been funded; and (h) Agent shall have received PDFs of the following that shall have been delivered to the Term Loan Agent: (i) original stock certificates or other certificates evidencing the Pledged Equity pledged pursuant to the Security Documents (as defined in the amounts Term Loan Documents), together with an undated stock (or equivalent) power for each such certificate duly executed in blank by the registered owner thereof and at (ii) each original promissory note pledged pursuant to the times separately agreed in writing between the Borrowers and the Agent, including those set forth Security Documents (as defined in the Agent Fee LetterTerm Loan Documents), if any, together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,0002,500,000; (e) since February 2December 31, 20192018, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterexpenses as Revolving Loans).

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund Loans on the Closing Date under execute and deliver this Agreement is shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditions precedent precedent: (a) Each Borrower shall have executed and delivered to each Bank its Note. (i) The Borrowers shall have paid to the Agent, for the benefit of the Banks, the Origination Fee. (ii) The Borrowers shall have paid to the Agent and DBSI, as well the case may be, the Agency Fee and the Arrangement Fee. (c) Counsel to the Borrowers shall have delivered its opinion to, and in form and substance satisfactory to, the Agent. (d) The Agent shall have received complete copies of the Financial Statements and the Projections, each certified as any such in a certificate executed by an executive officer of HCRI. (e) The Agent shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered); (ii) The certificates of incorporation (or other organizational documents) of each of the Borrowers, certified by the Secretary of State of their respective states of organization; (iii) The by-laws (or other organizational documents) of each of the Borrowers, certified by their respective secretaries; (iv) All action taken by each of the Borrowers, corporate or otherwise, to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and the transactions contemplated thereby, certified by their respective secretaries; (v) Good standing certificates as of a recent date, with respect to each of the Borrowers from the Secretary of State of their respective states of organization and each state in which each of them is qualified to do business; and (vi) An incumbency certificate (with specimen signatures) with respect to each of the Borrowers. (i) Each of the Borrowers shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default hereunder; and (iii) The representations and warranties contained in Article 3 hereof shall be true and correct on the date hereof; and the borrowing by the Borrowers of the initial Loan hereunder shall constitute a representation and warranty by the Borrowers as of the date hereof that the conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):subsection 4.1(f) have been satisfied. (ag) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, All legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining matters incident to the Loan Parties and their respective businesses and assets, with results thereof initial Loans shall be satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as counsel to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letter.

Conditions to Initial Loans. Each Lender’s In addition to any other provisions contained in this Agreement, Bank shall have no obligation to fund make or advance the initial Revolving Loans on the Closing Date under this Agreement is subject to until each of the following conditions precedent shall have been satisfied: (as well as any other conditions set forth in this Agreement i) Borrower shall execute and deliver, or any other Loan Document)cause to be executed and delivered by the applicable Person, all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which Bank, in form and substance satisfactory to Bank, each case is of the following: (a) The Loan Documents; (b) A Borrowing Base Certificate completed as of October 31, 2006; (c) Certificate regarding resolutions of the directors of Borrower in a form acceptable to Bank; (d) A favorable opinion of counsel to Borrower in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000Bank; (e) since February 2A solvency certificate acceptable to Bank; (f) The certificates of insurance as described in Section 10.14; (g) UCC searches, 2019tax lien and litigation searches, no event shall have occurred insurance certificates, notices or other documents which has hadBank may require to reflect, perfect or protect Bank’s first priority Lien in the Loan Collateral (subject to any Permitted Liens) and all other property pledged to secure the Obligations and to fully consummate this transaction; (h) All requisite releases of, or could reasonably requisite commitments from the holders thereof acceptable to Bank to release, all liens and file all termination statements necessary to release all Liens (other than Permitted Liens) against the Loan Collateral and any other property pledged to secure the Loans and all requisite waivers and subordination agreements, in a form satisfactory to Bank, to be expected executed and delivered by Borrower’s landlords, bailees, consignees, warehousemen and mortgagees which Bank deems necessary; (i) Signed payoff letter from U.S. Bank, National Association in a form acceptable to haveBank; (j) Copies of the Employment Agreements, the Non-Competition Agreements, the Warrants, the Shareholders Agreement, the Stock Restriction Agreements, and the Carillon Lease; (k) A letter signed by Argentum respecting subordination of certain rights under the Merger Documents in a Material Adverse Effect on any Loan Partyform acceptable to Bank; (l) Allonges together with the applicable promissory note for Indebtedness owing or to be owing by EQE to Borrower and EQES to Borrower; and (fm) Borrowers shall have paid to Agent all fees Such additional information, materials and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the AgentLoan Documents as Bank may request, including those on the closing checklist prepared by counsel to Bank. (ii) Minimum excess Revolving Loan Availability of $2,000,000 at closing (i.e., taking into account all applicable borrowing limits, reserves, ineligibles and closing costs, whether or not paid at closing and on disbursement of funds and repayment of debts to be paid at closing) and after subtracting therefrom the total, as of such date, of the amount, if any, (a) of Borrower’s accounts payable which remain unpaid greater than sixty (60) days past the date of the original invoices applicable thereto, or with respect to accounts payable for which Borrower has received extended terms, which remain unpaid as of the due date thereof, and (b) any book overdraft of Borrower. (iii) Borrower shall reimburse Bank for any and all fees, costs and out-of-pocket expenses including Attorneys’ Fees and other professionals’ fees, appraisal fees, and other expenses incurred or paid by Bank or any of its officers, employees or agents in connection with the preparation, negotiation, procurement, review or execution of this Agreement, the other Loan Documents and all other instruments, agreements, documents, policies, consents, waivers, subordinations, releases of liens, termination statements, satisfaction of mortgages, financing statements, lien searches, recordings, or filings related thereto, whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated. (iv) The receipt by Merger Corp prior to the Merger of the Merger Corp Cash. (v) The consummation of the Merger on the terms and conditions set forth in the Agent Fee LetterMerger Documents.

Conditions to Initial Loans. Each Lender’s Lender shall have no obligation to fund make or advance the Revolving Loans to be made on the Closing Signature Date under this Agreement is subject to until each of the following conditions precedent shall have been satisfied: (as well as any other conditions set forth in this Agreement a) Each Loan Party shall execute and deliver, or any other Loan Document)cause to be executed and delivered by the applicable Person, all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is Lender, in form and substance satisfactory to Lender, each of the following: (i) The Notes and the other Loan Documents to be executed by the Loan Parties on the Signature Date (together with this Agreement, collectively, the “Amendment Documents”); (ii) A Borrowing Base Certificate completed as of the Effective Date; (iii) A certification by an officer of the Loan Parties, in a form acceptable to Agent):Lender, that the applicable resolutions, which authorize the execution, delivery and performance of this Agreement and the Loan Documents, of the Loan Parties previously delivered to Lender remain in full force and effect; (aiv) each Loan Party Obligor shall have Certificates of insurance as described in Section 4.5; (v) A Reaffirmation of Subordination, duly executed and/or deliveredby the Subordinated Creditors; and (vi) Such additional information, ormaterials and Loan Documents as Lender may reasonably request. (b) Borrowers shall reimburse Lender for any and all fees, as applicablecosts and expenses including reasonable attorneys’ fees and other professionals’ fees, shall have caused such appraisal fees, and other applicable Persons to have duly executed expenses incurred or paid by Lender or any of its officers, employees or agents in connection with the preparation, negotiation, procurement, review or execution of this Agreement, the other Loan Documents and or deliveredall other instruments, to Agent such agreements, instruments, documents, proxiespolicies, financial consents, waivers, subordinations, releases of liens, termination statements, projectionssatisfaction of mortgages, financing statements, lien searches, legal opinionsrecordings, title insurancesor filings related thereto, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on whether or not any particular portion of the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterduring such negotiations is ultimately consummated.

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post-closing matters agreement among the Borrowers and substance acceptable to the Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have completed made or provisions shall have been made for all filings or recordations necessary to perfect its business Liens in the Collateral, as well as UCC and legal due diligence pertaining to the Loan Parties Lien searches and their respective businesses and assets, with results thereof other evidence satisfactory to Agent in its sole discretion;that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) each Lender’s obligations and commitments under this Agreement Agent shall have been approved received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by such Lender’s Credit Committee;it under the Loan Documents. (d) after giving effect Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to such Loansthe title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of ▇▇▇▇▇ Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent; provided the Iowa local counsel opinion shall be delivered no later than December 15, 2017. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the payment Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents. (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2016 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since October 31, 2017. (i) Borrowers shall have paid all trade payables older than sixty days past due fees and the consummation of all transactions contemplated hereby expenses to occur be paid to Agent and Lenders on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000;. (ej) since February 2, 2019, no event Agent shall have occurred which has hadreceived a Borrowing Base Certificate prepared as of October 31, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and2017. (fk) Agent shall have received (i) financial projections of the Borrowers for fiscal years 2018-2021, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements as of September 30, 2017 for the Borrowers. (l) Borrowers shall have paid to the Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement as of the close of business on the date hereof. (m) All conditions precedent in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date under this Agreement any initial Loan, and to issue or cause to be issued any initial Letter of Credit (if any), is subject to the satisfaction or waiver of the following conditions precedent (as well as any other and the date on which all such conditions set forth in this Agreement or any other Loan Document), all of which must be precedent have been satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case the initial Loans are advanced by Lender is in form and substance acceptable to Agentcalled the “Closing Date”): (a) each Loan Party Obligor Lender shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such received each of the agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurancesreports, assessmentsapprovals, appraisalsconsents, certificates and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed documents set forth on the closing checklist document list attached hereto as Exhibit BSchedule 17.1 (the “Closing Document List”) in each case in form and substance satisfactory to Lender; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince June 30, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 20192011, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on the Loan Parties, taken as a whole; (c) Lender shall have received payment in full of all fees and invoiced expenses payable to it by any Borrower or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (d) Lender shall have determined that immediately after giving effect to (A) the making of the initial Revolving Loans requested to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Borrowers have Excess Availability of not less than Five Million Dollars ($5,000,000); (e) The Loan PartyParties and their respective Subsidiaries (other than Inactive Subsidiaries) shall have a banking relationship with the Lender for the domestic cash management of such Loan Parties; and (f) Borrowers Lender shall have paid received evidence, in form and substance satisfactory to Agent Lender that the net cash proceeds from the Disco Sale have been sent to, and received by, PNC Bank, National Association, in its capacity as administrative agent under that certain credit facility among Continental, Glit/Gemtex, PNC Bank, National Association and certain other lenders; (g) The Loan Parties shall have executed and delivered to Lender all fees such other documents, instruments and expenses payable in agreements which Lender determines are reasonably necessary to consummate the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Lettertransactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretionPermitted Discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,0002,000,000; (e) since February 2October 31, 20192023, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's reasonable and documented out-of-pocket costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterexpenses as Revolving Loans).

Conditions to Initial Loans. Each Lender’s obligation Lenders' obligations to fund the initial Revolving Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, and/or delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, proxies and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, documents and certificates listed on the closing checklist attached hereto as Exhibit BB (other than any such items identified as "Post-Closing Items"); (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) Agent's and each Lender’s Lenders' obligations and commitments under this Agreement shall have been approved by Agent's and such Lender’s Credit Committee's credit committee; (d) after giving effect to such Loans, as well as Borrower shall have received cash equity contributions prior to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no Date in an amount not less than $1,400,0004,500,000, and the proceeds of all such equity contributions shall have been used to fund a portion of the consideration payable in connection with the Closing Date Acquisition; (e) since February 2December 31, 20192015, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and, as determined by Agent in its sole discretion, determined in good faith; (f) Borrowers Borrower shall have paid to Agent all fees due on the date hereof (including under the Fee Letter), and shall have paid or reimbursed Agent for all of Agent's costs, charges and expenses payable incurred through the Closing Date (and in connection herewith, Borrower hereby irrevocably authorizes Agent to charge such fees, costs, charges and expenses as Revolving Loans); (g) the amounts and at Closing Date Acquisition shall have been consummated pursuant to the times separately agreed in writing between terms of the Borrowers Closing Date Acquisition Agreement; and (h) on the Closing Date, after giving effect to the initial Revolving Loans to be advanced on the Closing Date, the Closing Date Equity Issuance, the Closing Date Acquisition, and the Agentconsummation of the other transactions contemplated to occur on the Closing Date, including those set forth the payment of fees and expenses in the Agent Fee Letterconnection therewith, Borrower shall have unrestricted cash on hand of at least $1,000,000.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date under this Agreement initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent precedent: (as well as any a) Administrative Agent shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other conditions documents set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent on the closing document list attached hereto as Schedule 17.1(a) (and as applicable, pursuant to documentation which the “Closing Document List”) in each case is in form and substance acceptable satisfactory to Administrative Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, 2013 no event shall have occurred which has had, had or could would reasonably be expected to have, have a Material Adverse Effect on any Loan Party; andEffect, as determined by the Lenders in their sole discretion, exercised in good faith; (fc) Borrowers Administrative Agent shall have paid to Agent received payment in full of all fees and expenses payable to it by the Borrowers, or arrangements shall have been made to pay such fees and expenses from the proceeds of the initial Loan, on or before disbursement of the initial Loans hereunder; (d) Administrative Agent shall have determined that immediately after giving effect to (A) the making of the initial Loans requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date, (D) the payment or reimbursement by the Borrowers of Administrative Agent and Lenders for all closing costs and expenses incurred in connection with the amounts transactions contemplated hereby, and at (E) the times separately agreed payment of all accounts payable more than thirty (30) days past due, the Borrowers will have Excess Availability of not less than $7,500,000 under the US Revolving Loan Commitment and $10,000,000 under the Canadian Revolving Loan Commitment. (e) The Related Transactions (other than the Oxford Acquisition) shall have been consummated in writing between accordance with the Related Transaction Documents and applicable law; and Administrative Agent shall have received a pro forma consolidated balance sheet of the Borrowers and their Subsidiaries, and Oxford and its Subsidiaries, as at the date of the most recent consolidated balance sheet, adjusted to give effect to the consummation of the financings contemplated hereby as if such transactions had occurred on such date, which is consistent in all material respects with the sources and uses of cash previously provided to Administrative Agent and the forecasts previously provided to Administrative Agent. (f) Administrative Agent shall have received copies of any and all closure, reclamation, rehabilitation and other similar plans required in respect of the operation of the Borrowers' businesses pursuant to any applicable law since April 28, 2014, including, without limitation, any Environmental Laws together with copies of any correspondence received by any Borrower from any governmental authority regarding the adequacy and sufficiency of any such plans and the Borrowers’ compliance or non-compliance with the terms of such plans including those set forth any verification of the amount of any financial assurance deposited with such governmental authority in accordance with the terms of any such plans. (g) The Borrowers shall have executed and delivered to Administrative Agent Fee Letterall such other documents, instruments and agreements which Administrative Agent determines are reasonably necessary to consummate the transactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date initial Revolving Loan, and to deem the Existing Letters of Credit issued under this Agreement Agreement, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent precedent: (as well as any a) Lender shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other conditions documents set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent on the closing document list attached hereto as Schedule 17.1 (and as applicable, pursuant to documentation which the “Closing Document List”) in each case is in form and substance acceptable reasonably satisfactory to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit BLender; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 20192011, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on any Loan Party, as determined by Lender in its Credit Judgment; (c) Lender shall have received payment in full of all fees and expenses (for which statements have been presented to the Representative) payable to it by Loan Parties or any other Person in connection herewith, on or before disbursement of the initial Revolving Loan and the deemed issuance of the Existing Letters of Credit hereunder; (d) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Revolving Loans deemed to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Borrowers have Excess Availability of not less than Five Million Dollars ($5,000,000); (e) Lender shall have received evidence reasonably satisfactory to it that the insurance policies required under Section 12.5 are in full force and effect, together with written evidence showing lender’s loss payable or additional insured clauses or endorsements in favor of Lender as required under such section; (f) Lender shall have received (i) audited consolidated financial statements for Loan Parties and their Subsidiaries for the Fiscal Years ending December 31, 2009, December 31, 2010 and December 31, 2011 and (ii) unaudited interim consolidated financial statements for Loan Parties and their Subsidiaries for each fiscal quarterly period ended after the latest Fiscal Year referred to in clause (i) above;1 (g) Lender shall have received projected income statements, balance sheets and cash flow statements prepared by Borrowers and giving effect to the Loans and the use of proceeds therefrom; 1 Lender will require quarterly financial statements for the period ending June 30, 2012, if the closing date occurs after August 15, 2012. (h) Lender shall have received a pro forma consolidated balance sheet of Loan Parties and their Subsidiaries as at the date of the most recent consolidated balance sheet delivered under clause (f)(ii) above, adjusted to give effect to the consummation of the financings contemplated hereby as if such transactions had occurred on such date, which is consistent in all material respects with the sources and uses of cash previously described to the Lender and the projections previously provided to the Lender; (i) Each Loan Party shall have delivered all due diligence materials to Lender as Lender has reasonably requested and Lender shall have found such due diligence satisfactory in its sole discretion including, without limitation, a review of UCC, tax, lien and judgment searches, a review of any litigation matters, a review of the liquidity of Loan Parties’ accounts receivable and the general financial and operational state of the Loan Parties, a review of all licenses, permits, registrations, certifications and other approvals required in order to conduct any businesses in which Borrowers are or will be engaged and a review of all other due diligence materials requested by Lender, and Lender shall have found the results of such due diligence acceptable in its sole discretion; (j) Lender shall have reviewed the results of, and found such results acceptable, in its sole discretion, a field audit examination of Borrowers; (k) The Loan Parties shall have obtained all governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of the Loan Parties on terms reasonably satisfactory to Lender and shall be in full force and effect; and (fl) Borrowers The Loan Parties shall have paid executed and delivered to Agent Lender all fees such other documents, instruments and expenses payable in agreements which Lender determines are reasonably necessary to consummate the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Lettertransactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund Loans on the Closing Date under this Agreement make its initial Loan hereunder is subject to the satisfaction of such of the following conditions precedent (in all material respects on or prior to the Closing Date as well as any other conditions set forth shall not have been expressly waived in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):accordance with Section 9.05: (a) each Loan Party Obligor The Agent shall have duly executed and/or delivered, received counterparts hereof signed by each of the parties hereto (or, in the case of any party (other than the Borrower) as applicableto which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, facsimile, telex or other written confirmation from such party of execution of a counterpart hereof by such party); provided, however, in any event, the Agent shall have caused such other applicable Persons distribute to have duly each Bank promptly after the Closing Date an original Credit Agreement executed by the Borrower, the Banks and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit BAgent; (b) The Agent shall have completed its business and legal due diligence pertaining to received a duly executed Note for the Loan Parties and their respective businesses and assetsaccount of each Bank, comply with results thereof satisfactory to Agent in its sole discretionSection 2.03; (c) each Lender’s obligations and commitments under this Agreement The Agent shall have been approved by such Lender’s Credit Committeereceived the duly executed Subsidiaries Guarantees; (d) after giving effect to such Loans, as well as The Agent and each Bank shall have received legal opinions of counsel to the payment Borrower, substantially to the effect of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000Exhibit C hereto; (e) since February 2The Agent shall have received all documents it may reasonably request relating to the existence of the Borrower and each Obligor, 2019the corporate authority for and the validity of each of the Financing Documents, no event and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (f) The Agent shall receive the applicable Notice of Borrowing relating to such Loan; (g) No Default shall have occurred and be continuing immediately before the making of such Loan and no Default shall exist immediately thereafter; (h) The representations and warranties of the Borrower made in or pursuant to the Financing Documents to which has hadit is a party shall be true in all material respects as of the date of the making of such Loan; (i) The proceeds of the Loans will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, G, T and X); (j) The Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower's chief executive officer or chief financial officer, confirming to the knowledge of such officer that no Default is continuing, the solvency of the Borrower and satisfaction in all material respects of all other conditions precedent to the initial borrowing hereunder; (k) The Agent and the Banks shall have been paid all fees due and payable pursuant to Sections 2.13(b) and (c) hereof, (l) No litigation shall be pending or to the knowledge of Borrower threatened against Borrower or its Material Subsidiaries which would be likely to materially and adversely affect the assets, operations, business or condition, financial or otherwise, of the Borrower and its Material Subsidiaries, or which could reasonably be expected to have, a Material Adverse Effect on any Loan Partyaffect materially and adversely the ability of the Borrower to fulfill its obligations hereunder; and (fm) Borrowers There shall not have paid occurred or become known any material adverse change with respect to Agent all fees the condition (financial or otherwise), operations, business or assets of the Borrower and expenses payable its Subsidiaries taken as a whole, since December 31, 1993. The certificates and opinions referred to in this Section shall be dated not earlier than the amounts date hereof and at not later than the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterdate of such initial Loans.

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund Loans on make the Closing Date under this Agreement is initial Loan to be made by it hereunder shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditions precedent precedent: (a) The Borrowers shall have executed and delivered to each Bank their Note. (b) The Borrowers shall have paid to the Agent the Agency Fee. (c) Blank Rome LLP, counsel to the Borrowers, shall have delivered its opinion to, and in form and substance reasonably satisfactory to, the Agent. (d) The Agent shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as well stated on Schedule 3.2, shall not be delivered); (ii) A Secretary’s Certificate of each Borrower, duly executed and acknowledged, confirming that the formation documents for such Borrower have not been amended, restated or supplemented since the date of the closing under the Original Loan Agreement; (iii) All corporate action taken by each Borrower to authorize the execution, delivery and performance of each of the Loan Documents and the transactions contemplated thereby, certified by their respective secretaries; (iv) Good standing certificates generally as any other of dates not more than twenty (20) days prior to the date of the initial Loan, with respect to Parent and each Primary Subsidiary Borrower, from the Secretary of State of their respective states of incorporation; (v) An incumbency certificate (with specimen signatures) with respect to each Borrower; and (vi) Evidence of property and casualty insurance and liability insurance. (i) Each Borrower shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default hereunder; (iii) The representations and warranties contained in Article 3 hereof shall be true and correct on the date hereof; and (iv) The Agent shall have received a Compliance Certificate dated the date hereof certifying, inter alia, that the conditions set forth in this Agreement or any other Loan Document), all of which must be subsection 4.1(e) are satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused on such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; anddate. (f) Borrowers All legal matters incident to the initial Loans shall have paid be satisfactory to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and counsel to the Agent, including those set forth in the Agent Fee Letter.

Conditions to Initial Loans. Each Lender’s The obligation of Lenders to fund Loans on the Closing Date under this Agreement Term Loan(s), to fund the initial Revolving Loans, and to issue or cause to be issued the initial Letter of Credit, as applicable, is subject to the satisfaction or waiver of the following conditions precedent (as well as any other and the date on which all such conditions set forth in this Agreement or any other Loan Document), all of which must be precedent have been satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case the initial Loans are advanced by Lenders is in form and substance acceptable to Agentcalled the “Closing Date”): (a) each Loan Party Obligor Administrative Agent shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such received each of the agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurancesreports, assessmentsapprovals, appraisalsconsents, certificates and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed documents set forth on the closing checklist document list attached hereto as Exhibit BSchedule 17.1 (the “Closing Document List”) in each case in form and substance satisfactory to Administrative Agent; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 20192015, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on any Loan Party, as determined by Administrative Agent in its Permitted Discretion, determined in good faith; (c) Administrative Agent shall have received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the initial Loans hereunder; (d) Administrative Agent shall have commercially reasonably determined that immediately after giving effect to (A) the making of the initial Loans, including, without limitation, the Term Loan and the Revolving Loans, if any, requested to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date, (D) the payment or reimbursement by Borrowers of Administrative Agent for all closing costs and expenses incurred in connection with the transactions contemplated hereby and (E) the payment of all accounts payable more than forty-five (45) days past due, Borrowers have Excess Availability of not less than Three Million Dollars ($3,000,000); (e) Administrative Agent shall have received (i) audited consolidated financial statements for the Borrowers for the fiscal years ending on or about December 31, 2013, December 31, 2014 and December 31, 2015 and (ii) unaudited interim consolidated financial statements for the Borrowers and their Subsidiaries for each fiscal month and quarterly period ended before May 1, 2016. The Borrowers’ EBITDA shall be no less than Nine Million Dollars ($9,000,000) for the trailing twelve month period ending December 31, 2015; and (f) Borrowers The Loan Parties shall have paid executed and delivered to Administrative Agent all fees such other documents, instruments and expenses payable in agreements which Administrative Agent determines are reasonably necessary to consummate the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Lettertransactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s The obligation of Lenders to fund Loans on the Closing Date under this Agreement initial Revolving Loans, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent (as well as any other and the date on which all such conditions set forth in this Agreement or any other Loan Document), all of which must be precedent have been satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case the initial Loans are advanced by ▇▇▇▇▇▇▇ is in form and substance acceptable to Agentcalled the "Closing Date"): (a) each Loan Party Obligor Administrative Agent shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such received each of the agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurancesreports, assessmentsapprovals, appraisalsconsents, certificates and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed documents set forth on the closing checklist document list attached hereto as Exhibit BSchedule 17.1 (the "Closing Document List") in each case in form and substance satisfactory to Administrative Agent; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2Since June 30, 2019, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on any Loan Party; and, as determined by Administrative Agent in its sole discretion, determined in good faith; (fc) Borrowers Administrative Agent shall have paid to Agent received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the amounts initial Loans hereunder; (d) Administrative Agent shall have determined that immediately after giving effect to (A) the making of the initial Loans requested to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date, and at (D) the times separately agreed payment or reimbursement by Borrowers of Administrative Agent for all closing costs and expenses incurred in writing between connection with the transactions contemplated hereby, Borrowers have Excess Availability of not less than Five Million and no/100 Dollars ($5,000,000.00); and (e) The Loan Parties shall have executed and delivered to Administrative Agent all such other documents, instruments and agreements which Administrative Agent determines are reasonably necessary to consummate the Agent, including those set forth in the Agent Fee Lettertransactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post closing matters agreement among the Borrowers and substance acceptable to the Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have made or provisions shall have been made for all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage, as set forth on Schedule 6.1. (d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (g) Agent shall have received a written opinion of ▇▇▇▇▇ Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (i) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, together with lender’s loss payable endorsement with respect to property insurance policies related to the Collateral and additional insured endorsements with respect to liability insurance policies, all in compliance with the Loan Documents. (j) Agent shall have completed its business business, financial and legal due diligence pertaining of Obligors and the Closing Date Merger (including of all environmental aspects relating to Borrowers and Chicago Tube and Iron, including all environmental reports as may be required by Agent and including evidence that Borrowers have received all governmental and third party consents and approvals necessary to consummate the Loan Parties transactions contemplated hereunder), including an appraisal of Borrowers’ (including Chicago Tube and their respective businesses Iron’s) Inventory, Real Estate and assetsEquipment, and a roll-forward of its previous field examination (and a field examination for Chicago Tube and Iron), with results thereof satisfactory to Agent Agent. No material adverse change in its sole discretion;the financial condition of the Obligors (including Chicago Tube and Iron) (taken as a whole) since December 31, 2010 (or, solely with respect to Chicago Tube and Iron, November 30, 2010) or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since February 28, 2011. (ck) each Lender’s obligations and commitments under this Agreement Agent shall have been approved by such Lender’s Credit Committee;received satisfactory flood plain searches, acknowledged Notice to Borrowers and flood insurance (if appropriate) for all Real Estate subject to a Mortgage. (dl) after Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (m) Agent shall have received a Borrowing Base Certificate prepared as of May 31, 2011. Upon giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due Closing Date Merger and the consummation Loans that are outstanding and that are to be funded, and Letters of all transactions contemplated hereby Credit that are outstanding and are to occur be issued, on the Closing Date, closing costs and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any book overdraftpayables stretched beyond their customary payment practices, Excess Availability shall be no less than at least $1,400,000;70,000,000. (en) since February 2, 2019, no event Agent shall have occurred received (i) a pro forma balance sheet of Borrower dated as of the date of closing and giving effect to the Closing Date Merger, which has hadbalance sheet shall reflect no material changes from the most recent pro forma balance sheet of Borrowers and Chicago Tube and Iron previously delivered to Agent, or could reasonably be expected (ii) financial projections of the Borrowers giving effect to havethe Closing Date Merger for fiscal years 2011-2013, a Material Adverse Effect on any Loan Party; andevidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (iii) interim financial statements as of June 4, 2011 for the Borrowers and interim financial statements as of May 31, 2011 for Chicago Tube. (fo) The Merger Agreement shall be in full force and effect and the Closing Date Merger shall have been consummated in accordance with the terms of the Merger Agreement, without any waiver or amendment of any material provision or material condition not consented to by Agent and in compliance with all Applicable Law. (p) Borrowers shall have paid to the Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement. (q) Agent shall have received a duly executed counterpart of the Intercreditor Agreement in the amounts form and at the times separately agreed substance reasonably acceptable to Agent. (r) All conditions precedent in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000964,500; (e) since February 2December 31, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan PartyEffect; and (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterexpenses as Revolving Loans).

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post-closing matters agreement among Borrowers and substance acceptable to Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by ▇▇▇▇▇▇▇▇▇ and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have completed made or provisions shall have been made for all filings or recordations necessary to perfect its business Liens in the Collateral, as well as UCC and legal due diligence pertaining to the Loan Parties Lien searches and their respective businesses and assets, with results thereof other evidence satisfactory to Agent in its sole discretion;that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) each Lender’s obligations and commitments under this Agreement Agent shall have been approved received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by such Lender’s Credit Committee;it under the Loan Documents. (d) after giving effect Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to such Loansthe title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Jones Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent; provided the Iowa local counsel opinion shall be delivered no later than December 15, 2017. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the payment Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents. (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2016 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since October 31, 2017. (i) Borrowers shall have paid all trade payables older than sixty days past due fees and the consummation of all transactions contemplated hereby expenses to occur be paid to Agent and Lenders on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000;. (ej) since February 2, 2019, no event Agent shall have occurred which has hadreceived a Borrowing Base Certificate prepared as of October 31, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and2017. (fk) Agent shall have received (i) financial projections of Borrowers for fiscal years 2018-2021, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements as of September 30, 2017 for Borrowers (l) Borrowers shall have paid to Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement as of the close of business on the date hereof. (m) All conditions precedent in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund Loans on make the Closing Date under this Agreement is initial Loan to be made by it hereunder shall be subject to the fulfillment of the following conditions precedent precedent: (a) The Borrower shall have executed and delivered to each Bank its Note. (b) The Borrower shall have executed and delivered to the Banks the Pledge Agreement together with the certificates evidencing the capital stock of Telephonics, accompanied by stock powers duly endorsed in blank and undated, and irrevocable proxies relating thereto; (c) The Borrower shall have paid to the Banks the Facility Fee. (d) Blau, Kramer, Wactlar & ▇▇▇▇▇▇▇▇▇, P.C., general counsel to the Borrower and the Subsidiaries shall have delivered its opinion to, and in form and substance satisfactory to, the Banks. (e) The Banks shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Exhibit C hereto (except only those which, as well stated on Exhibit C, shall not be delivered); (ii) The certificate of incorporation of the Borrower and each Principal Subsidiary certified by the Secretary of State of its state of incorporation; (iii) The by-laws of the Borrower and each Principal Subsidiary certified by its secretary or assistant secretary; (iv) All corporate action taken by the Borrower to authorize the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby, certified by its secretary or assistant secretary, including, without limitation, resolutions of the Board of Directors of the Borrower; (v) Good standing certificates as any of dates not more than forty (40) prior to the date of the initial Loan, with respect to the Borrower and each Principal Subsidiary from the Secretary of State of its state of incorporation and each state in which it is qualified to do business; (vi) An incumbency certificate (with specimen signatures) with respect to the Borrower; and (vii) Lien searches from such jurisdictions and in such names as the Banks may request. (i) The Borrower and each Subsidiary shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default hereunder; and (iii) The representations and warranties contained in Article 3 hereof and in the other Loan Documents shall be true and correct on the date hereof; and the Banks shall have received a Compliance Certificate dated the date hereof certifying, inter alia, that the conditions set forth in this Agreement or any other Loan Document), all of which must be subsection 4.1(f) are satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):on such date. (ag) each Loan Party Obligor The Banks shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to delivered the Collateral Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;Agreement. (bh) Agent shall have completed its business and All legal due diligence pertaining matters incident to the Loan Parties and their respective businesses and assets, with results thereof initial Loans shall be satisfactory to Agent in its sole discretion; (c) counsel to each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee LetterBank.

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post-closing matters agreement among Borrowers and substance acceptable to Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by B▇▇▇▇▇▇▇▇ and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have completed made or provisions shall have been made for all filings or recordations necessary to perfect its business Liens in the Collateral, as well as UCC and legal due diligence pertaining to the Loan Parties Lien searches and their respective businesses and assets, with results thereof other evidence satisfactory to Agent in its sole discretion;that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) each Lender’s obligations and commitments under this Agreement Agent shall have been approved received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by such Lender’s Credit Committee;it under the Loan Documents. (d) after giving effect Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to such Loansthe title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Jones Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent; provided the Iowa local counsel opinion shall be delivered no later than December 15, 2017. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the payment Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents. (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2016 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since October 31, 2017. (i) Borrowers shall have paid all trade payables older than sixty days past due fees and the consummation of all transactions contemplated hereby expenses to occur be paid to Agent and Lenders on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000;. (ej) since February 2, 2019, no event Agent shall have occurred which has hadreceived a Borrowing Base Certificate prepared as of October 31, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and2017. (fk) Agent shall have received (i) financial projections of Borrowers for fiscal years 2018-2021, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements as of September 30, 2017 for Borrowers (l) Borrowers shall have paid to Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement as of the close of business on the date hereof. (m) All conditions precedent in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post-closing matters agreement among Borrowers and substance acceptable to Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by B▇▇▇▇▇▇▇▇ and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have completed made or provisions shall have been made for all filings or recordations necessary to perfect its business Liens in the Collateral, as well as UCC and legal due diligence pertaining to the Loan Parties Lien searches and their respective businesses and assets, with results thereof other evidence satisfactory to Agent in its sole discretion;that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) each Lender’s obligations and commitments under this Agreement Agent shall have been approved received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by such Lender’s Credit Committee;it under the Loan Documents. (d) after giving effect Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to such Loansthe title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of J▇▇▇▇ ▇▇▇, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent; provided the Iowa local counsel opinion shall be delivered no later than December 15, 2017. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the payment Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents. (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2016 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since October 31, 2017. (i) Borrowers shall have paid all trade payables older than sixty days past due fees and the consummation of all transactions contemplated hereby expenses to occur be paid to Agent and Lenders on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000;. (ej) since February 2, 2019, no event Agent shall have occurred which has hadreceived a Borrowing Base Certificate prepared as of October 31, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and2017. (fk) Agent shall have received (i) financial projections of Borrowers for fiscal years 2018-2021, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements as of September 30, 2017 for Borrowers (l) Borrowers shall have paid to Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement as of the close of business on the date hereof. (m) All conditions precedent in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such LenderL▇▇▇▇▇’s Credit Committeecredit committee; (dc) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty (60) days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,00010,000,000 in excess of the Minimum Excess Availability Amount; (ed) since February 2December 31, 20192023, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (fe) Borrowers shall have paid to Agent all fees due on the date hereof, and, to the extent invoiced at least one (1) Business Day prior to the Closing Date, shall have paid or reimbursed Agent for all of Agent’s reasonable and documented out-of-pocket costs, charges and expenses payable incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorize Agent to fund payment of such fees, costs, charges and expenses with Revolving Loans made on or about the amounts and at Closing Date). For purposes of determining whether the times separately agreed conditions specified in writing between this Section 4.1 have been satisfied on the Borrowers Closing Date, by the funding of the Loans hereunder, Agent and the AgentLender that has executed this Agreement shall be deemed to have consented to, including those set forth in approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to Agent or such Lender, as the Agent Fee Lettercase may be.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date and to cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000250,000; (e) the Closing Date Acquisition shall have been completed as anticipated by the Acquisition Documents; (f) I▇▇▇▇ Capital Group LLC shall have invested $5,000,000 in the Loan Parties pursuant to the Sponsor Subordinated Note (which shall be in form and substance satisfactory to the Agent); (g) the Seller Subordinated Note shall be in the amount of $35,000,000 and otherwise be in form and substance satisfactory to the Agent; (h) since February 2June 30, 20192021, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (fi) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's reasonable and documented out-of-pocket costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterexpenses as Revolving Loans).

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date under this Agreement initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent precedent: (as well as any a) Lender shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other conditions documents set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent on the closing document list attached hereto as Schedule 17.1 (and as applicable, pursuant to documentation which the “Closing Document List”) in each case is in form and substance acceptable satisfactory to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit BLender; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, 2011 no event shall have occurred which has had, had or could would reasonably be expected to have, have a Material Adverse Effect on any Loan Party; andEffect, as determined by Lender in its sole discretion, determined in good faith; (fc) Borrowers Lender shall have paid to Agent received payment in full of all fees and expenses payable to it by the Borrowers, or arrangements shall have been make to pay such fees and expenses from the proceeds of the initial Loan, on or before disbursement of the initial Loans hereunder; (d) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by the Borrowers of Lender for all closing costs and expenses incurred in connection with the amounts and at transactions contemplated hereby, the times separately agreed in writing between Borrowers will have Excess Availability of not less than Five Million Dollars ($5,000,000). (e) The Lender shall have received a pro forma consolidated balance sheet of the Borrowers and their Subsidiaries as at the Agentdate of the most recent consolidated balance sheet, including those set forth adjusted to give effect to the consummation of the financings contemplated hereby as if such transactions had occurred on such date, which is consistent in all material respects with the Agent Fee Lettersources and uses of cash previously provided to Lender and the forecasts previously provided to Lender.

Conditions to Initial Loans. Each Lender’s obligation The obligations of the Initial Loan Lenders to fund make any Initial Loans on the Closing Date under this Agreement is subject to satisfaction (or waiver in accordance with Section 10.02) of the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):conditions: (a) each The representations and warranties of the Borrower, the Guarantors and the MLP set forth in the Loan Party Obligor Documents shall have duly executed and/or deliveredbe true and correct in all material respects on and as of the Initial Loan Funding Date (unless (i) such representations are qualified by materiality, orin which case such representations shall be true and correct in all respects and (ii) such representations and warranties are stated to relate to a specific earlier date, as applicable, in which case such representations and warranties shall have caused relate to such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;earlier date). (b) Agent As of the Initial Loan Funding Date, and immediately after giving effect to any borrowing of Initial Loans, (i) no Default or Event of Default shall have completed occurred and be continuing and (ii) each of the Borrower and its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion;Subsidiaries will be Solvent. (c) each Lender’s obligations and commitments under this Agreement The Administrative Agent shall have been approved by such Lender’s Credit Committee;received a written Borrowing Request pursuant to Section 2.03 for the borrowing of Initial Loans. (d) after giving effect to such Loans, as well as The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Initial Loan Funding Date, including, to the extent invoiced, reimbursement or payment of all trade payables older out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The parties to this Agreement hereby agree that if the Initial Loan Funding Date does not occur by 5:00 p.m. New York time on April 24, 2020 (other than sixty days past due and as a result of the consummation Initial Loan Lenders failing to fund Initial Loans when obligated to fund in accordance with the terms of all transactions contemplated hereby to occur on this Agreement), the Closing Date, closing costs and any book overdraft, Excess Availability Effective Date shall be no less than $1,400,000; (e) since February 2, 2019, no event shall deemed not to have occurred which has had, or could reasonably and this Agreement shall be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees deemed terminated and expenses payable in the amounts void ab initio and at the times separately agreed in writing between the Borrowers of no force and the Agent, including those set forth in the Agent Fee Lettereffect.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date initial Revolving Loan, and to deem the Existing Letters of Credit issued under this Agreement Agreement, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent precedent: (as well as any a) Lender shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other conditions documents set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent on the closing document list attached hereto as Schedule 17.1 (and as applicable, pursuant to documentation which the “Closing Document List”) in each case is in form and substance acceptable reasonably satisfactory to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit BLender; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 20192011, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on any Loan Party; and, as determined by Lender in its Credit Judgment; (c) Lender shall have received payment in full of all fees and expenses (for which statements have been presented to the Representative) payable to it by Loan Parties or any other Person in connection herewith, on or before disbursement of the initial Revolving Loan and the deemed issuance of the Existing Letters of Credit hereunder; (d) Lender shall have determined that immediately after giving effect to (A) the making of the initial Loans, including without limitation the Revolving Loans deemed to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the transactions contemplated hereby, Borrowers have Excess Availability of not less than Five Million Dollars ($5,000,000); (e) Lender shall have received evidence reasonably satisfactory to it that the insurance policies required under Section 12.5 are in full force and effect, together with written evidence showing lender’s loss payable or additional insured clauses or endorsements in favor of Lender as required under such section; (f) Borrowers Lender shall have paid received (i) audited consolidated financial statements for Loan Parties and their Subsidiaries for the Fiscal Years ending December 31, 2009, December 31, 2010 and December 31, 2011 and (ii) unaudited interim consolidated financial statements for Loan Parties and their Subsidiaries for each fiscal quarterly period ended after the latest Fiscal Year referred to Agent all fees in clause (i) above;1 (g) Lender shall have received projected income statements, balance sheets and expenses payable in the amounts and at the times separately agreed in writing between the cash flow statements prepared by Borrowers and giving effect to the Agent, including those set forth in Loans and the Agent Fee Letter.use of proceeds therefrom;

Conditions to Initial Loans. Each Lender’s The obligation of each Bank to fund Loans on the Closing Date under execute and deliver this Agreement is shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditions precedent precedent: (a) Each Borrower shall have executed and delivered to each Bank its Restated Credit Note and Restated Term Note, as well the case may be. (i) The Borrowers shall have paid to the Agent, for the benefit of the Banks, the Origination Fee. (ii) The Borrowers shall have paid to the Agent, the Agency Fee and the Arrangement Fee. (c) Counsel to the Borrowers shall have delivered its opinion to, and in form and substance satisfactory to, the Agent. (d) The Agent shall have received complete copies of the Financial Statements and the Projections, each certified as any other such in a certificate executed by an executive officer of Omega. (e) The Agent shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered); (ii) A certificate from the Secretary or an Assistant Secretary of each Borrower to the effect that the certificate of incorporation, by-laws and incumbency certificate of each Borrower delivered to the Agent pursuant to the Loan Agreement dated July 17, 1995 among the Borrowers, the Agent and the banks party thereto have not been amended since the date of such delivery and that such documents are in full force and effect and are true and correct as of the date hereof; and (iii) All corporate action taken by each of the Borrowers to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and the transactions contemplated thereby, certified by their respective secretaries. (i) Each of the Borrowers shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default hereunder; and (iii) The representations and warranties contained in Article 3 hereof shall be true and correct on the date hereof; and the Agent shall have received a Compliance Certificate dated the date hereof certifying, inter alia, that the conditions set forth in this Agreement or any other Loan Document), all of which must be subsection 4.1(f) are satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent):on such date. (ag) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, All legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining matters incident to the Loan Parties and their respective businesses and assets, with results thereof initial Loans shall be satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as counsel to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letter.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date under this Agreement initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent (as well as any other and the date on which all such conditions set forth in this Agreement or any other Loan Document), all of which must be precedent have been satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case the initial Loans are advanced by Lender is in form and substance acceptable to Agentcalled the “Closing Date”): (a) each Loan Party Obligor Lender shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such received each of the agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurancesreports, assessmentsapprovals, appraisalsconsents, certificates and certificates as Agent may requireother documents reasonably requested by Lender, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, in each case in form and certificates listed on the closing checklist attached hereto as Exhibit Bsubstance reasonably satisfactory to Lender; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince January 1, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 20192016, no event shall have occurred which has had, had or could reasonably be expected to have, have a Material Adverse Effect on any Loan Party; andEffect, as determined by Lender in its sole discretion, determined in good faith; (fc) Borrowers Lender shall have paid to Agent received payment in full of all fees and expenses payable to it by Borrowers or any other Person in connection herewith, on or before disbursement of the amounts and at initial Loans hereunder; (d) Lender shall have determined that immediately after giving effect to (A) the times separately agreed in writing between making of the Borrowers and the Agentinitial Loans, including those set forth without limitation the Revolving Loans, if any, requested to be made on the Closing Date, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date and (D) the payment or reimbursement by Borrowers of Lender for all closing costs and expenses incurred in connection with the Agent Fee Lettertransactions contemplated hereby, Revolving Loan Availability is at least $5,000,000; and (e) The Loan Parties shall have executed and delivered to Lender all such other documents, instruments and agreements which Lender determines are reasonably necessary to consummate the transactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s The obligation of Lender to fund Loans on the Closing Date under this Agreement initial Revolving Loan, and to issue or cause to be issued the initial Letter of Credit, is subject to the satisfaction or waiver on or before the date hereof of the following conditions precedent precedent: (as well as any a) Administrative Agent shall have received each of the agreements, opinions, reports, approvals, consents, certificates and other conditions documents set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent on the closing document list attached hereto as Schedule 17.1(a) (and as applicable, pursuant to documentation which the “Closing Document List”) in each case is in form and substance acceptable satisfactory to Administrative Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assetsSince December 31, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, 2013 no event shall have occurred which has had, had or could would reasonably be expected to have, have a Material Adverse Effect on any Loan Party; andEffect, as determined by the Lenders in their sole discretion, exercised in good faith; (fc) Borrowers Administrative Agent shall have paid to Agent received payment in full of all fees and expenses payable to it by the Borrowers, or arrangements shall have been made to pay such fees and expenses from the proceeds of the initial Loan, on or before disbursement of the initial Loans hereunder; (d) Administrative Agent shall have determined that immediately after giving effect to (A) the making of the initial Loans requested to be made on the date hereof, (B) the issuance of the initial Letter of Credit, if any, requested to be made on such date, (C) the payment of all fees due upon such date, (D) the payment or reimbursement by the Borrowers of Administrative Agent and Lenders for all closing costs and expenses incurred in connection with the amounts transactions contemplated hereby, and at (E) the times separately agreed payment of all accounts payable more than thirty (30) days past due, the Borrowers will have Excess Availability of not less than Twenty-Five Million Dollars ($25,000,000). (e) The Related Transactions shall have been consummated in writing between accordance with the Related Transaction Documents and applicable law; and Administrative Agent shall have received (i) the audited (A) consolidated financial statements for the Borrowers (other than Target) and (B) financial statements for Target for the fiscal years ending on or about December 31, 2012 and December 31, 2013 and (ii) unaudited (A) interim consolidated financial statements for the Borrowers (other than Target) and (B) financial statements for Target for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (i) above and a pro forma consolidated balance sheet of the Borrowers and their Subsidiaries as at the date of the most recent consolidated balance sheet, adjusted to give effect to the consummation of the Table of Contents financings contemplated hereby as if such transactions had occurred on such date, which is consistent in all material respects with the sources and uses of cash previously provided to Administrative Agent and the forecasts previously provided to Administrative Agent. (f) Administrative Agent shall have received copies of any and all closure, reclamation, rehabilitation and other similar plans required in respect of the operation of the Borrowers' businesses pursuant to any applicable law including, without limitation, any Environmental Laws together with copies of any correspondence received by any Borrower from any governmental authority regarding the adequacy and sufficiency of any such plans and the Borrowers’ compliance or non-compliance with the terms of such plans including those set forth any verification of the amount of any financial assurance deposited with such governmental authority in accordance with the terms of any such plans. (g) The Borrowers shall have executed and delivered to Administrative Agent Fee Letterall such other documents, instruments and agreements which Administrative Agent determines are reasonably necessary to consummate the transactions contemplated hereby.

Conditions to Initial Loans. Each Lender’s Lender shall have no obligation to fund make or advance the initial Revolving Loans until each of the following conditions precedent shall have been satisfied: (a) Each Loan Party shall execute and deliver, or cause to be executed and delivered by the applicable Person, as applicable, to Lender, in form and substance satisfactory to Lender, each of the following: (i) The Notes and the Security Documents; (ii) A Borrowing Base Certificate completed as of the Closing Date; (iii) Resolutions of the directors of each of the Loan Parties in a form acceptable to Lender duly adopted, which authorize the execution, delivery and performance of this Agreement and the Loan Documents, certified by an officer of each Loan Party; (iv) An opinion of counsel of ▇▇▇▇▇▇▇▇ & Shohl LLP, counsel to the Loan Parties in form and substance reasonably acceptable to Lender; (v) The Guaranties duly executed and delivered by Guarantors; (vi) Certificates of insurance as described in Section 4.5; (vii) UCC searches, tax lien and litigation searches, insurance certificates, notices or other documents which Lender may require to reflect, perfect or protect Lender's first priority lien in the Loan Collateral and all other property pledged to secure the Obligations and to fully consummate this transaction; (viii) All requisite releases of, or requisite commitments from the holders thereof acceptable to Lender to release, all liens and file all termination statements necessary to release all Liens (other than Permitted Liens) against the Loan Collateral and any other property pledged to secure the Loans and all requisite waivers and subordination agreements, in a form reasonably satisfactory to Lender, to be executed and delivered by Borrowers' and any other Loan Party's landlords, warehousemen and mortgagees which Lender deems necessary; (ix) Signed release of Lien instrument from PNC Bank, National Association in a form acceptable to Lender; (x) The Subordination Agreement duly executed and delivered by the Subordinated Creditor; and (xi) Such additional information, materials and Loan Documents as Lender may reasonably request. (b) Minimum excess Revolving Loan Availability of $1,000,000 at closing (i.e., taking into account all applicable borrowing limits, reserves, ineligibles and closing costs, whether or not paid at closing and on disbursement of funds and repayment of debts to be paid at closing) and after subtracting therefrom the total, as of such date, of the amount, if any, (i) of each Borrower's accounts payable which remain unpaid greater than sixty (60) days past the date of the original invoices applicable thereto, or with respect to accounts payable for which such Borrower has received extended terms, which remain unpaid as of the due date thereof, and (ii) any book overdraft of each Borrower. (c) Irrevocable commitments of title insurance on the Mortgaged Property from title insurance companies, acceptable to Lender, on the Closing Date under this Agreement is subject (collectively, the "Title Policies") in amount not less than the fair market values thereof, insuring the Mortgages, with all standard and general exceptions deleted or endorsed over (including the deletion of any survey exception) so as to the following conditions precedent afford full "extended form coverage" and showing as exceptions only items acceptable to Lender. The Title Policies must contain those additional endorsements which are required by Lender. (as well as d) Borrowers shall reimburse Lender for any and all fees, costs and expenses including reasonable attorneys' fees and other conditions set forth in this Agreement professionals' fees, appraisal fees, and other expenses incurred or paid by Lender or any of its officers, employees or agents in connection with the preparation, negotiation, procurement, review or execution of this Agreement, the other Loan Document)Documents and all other instruments, all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxiespolicies, financial consents, waivers, subordinations, releases of liens, termination statements, projectionssatisfaction of mortgages, financing statements, lien searches, legal opinionsrecordings, title insurancesor filings related thereto, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on whether or not any particular portion of the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000; (e) since February 2, 2019, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterduring such negotiations is ultimately consummated.

Conditions to Initial Loans. Each Lender’s 's obligation to fund the initial Loans on the Closing Date under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent): (a) each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B; (b) Agent shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretion; (c) each Lender’s 's obligations and commitments under this Agreement shall have been approved by such Lender’s 's Credit Committee; (d) after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,0002,500,000; (e) since February 2December 31, 20192018, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party; and (f) Borrowers shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent's costs, charges and expenses payable incurred through the Closing Date (and in the amounts connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such fees, costs, charges and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letter.expenses as Revolving Loans). ​

Conditions to Initial Loans. Each Lender’s obligation to fund Loans on the Closing Date under this Agreement is subject In addition to the following conditions precedent (as well as any other conditions set forth in this Agreement Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or any other Loan Document)otherwise extend credit to Borrowers hereunder, all until the date (“Closing Date”) that each of which must be the following conditions has been satisfied in a manner acceptable to Agent (and except as applicable, expressly waived or postponed pursuant to documentation which in each case is in form a post-closing matters agreement among the Borrowers and substance acceptable to the Agent, dated as of the Closing Date): (a) each Loan Party Obligor Notes shall have duly been executed and/or delivered, or, as applicable, by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have caused such other applicable Persons to have been duly executed and or delivered, delivered to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsby each of the signatories thereto, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit B;each Obligor shall be in compliance with all terms thereof. (b) Agent shall have completed made or provisions shall have been made for all filings or recordations necessary to perfect its business Liens in the Collateral, as well as UCC and legal due diligence pertaining to the Loan Parties Lien searches and their respective businesses and assets, with results thereof other evidence satisfactory to Agent in its sole discretion;that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) each Lender’s obligations and commitments under this Agreement Agent shall have been approved received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respect (without duplication of any materiality qualifier contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by such Lender’s Credit Committee;it under the Loan Documents. (d) after giving effect Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to such Loansthe title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of ▇▇▇▇▇ Day, as well as any local counsel to Borrowers, in form and substance reasonably satisfactory to Agent. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have a Material Adverse Effect. (g) Agent shall have received certificates of insurance for the insurance policies carried by Borrowers with respect to property insurance policies related to the payment Collateral and with respect to liability insurance policies, all in compliance with the Loan Documents. (h) Agent shall have completed an appraisal of Borrowers’ Inventory, Equipment, and a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2013 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since January 31, 2014. (i) Borrowers shall have paid all trade payables older than sixty days past due fees and expenses to be paid to Agent and Lenders on the consummation Closing Date. (j) Agent shall have received a Borrowing Base Certificate prepared as of all transactions contemplated hereby May 31, 2014. Upon giving effect to occur the Loans that are outstanding and that are to be funded, and Letters of Credit that are outstanding and are to be issued, on the Closing Date, closing costs and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any book overdraftpayables stretched beyond their customary payment practices, Excess Availability shall be no less than at least $1,400,000;100,000,000. (ek) since February 2, 2019, no event Agent shall have occurred which has hadreceived (i) financial projections of the Borrowers for fiscal years 2014-2018, or could reasonably be expected to haveevidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and (ii) interim financial statements as of May 31, a Material Adverse Effect on any Loan Party; and2014 for the Borrowers. (fl) Borrowers shall have paid to the Agent all accrued and unpaid interest and fees under the Existing Loan and expenses payable Security Agreement as of the close of business on the date hereof. (m) All conditions precedent in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee Letterany other Loan Document shall be satisfied.

Conditions to Initial Loans. Each Lender’s obligation The obligations of Lenders and L/C Issuers to fund make the initial Loans and to issue or cause to be issued Letters of Credit on the Closing Date under this Agreement is subject are, in addition to the following conditions precedent specified in SECTION 2.2, subject to (as well as any other a) the Second Lien Loans shall have been, or shall reasonably concurrently be, fully funded in an aggregate principal amount not to exceed $135,000,000. The terms and conditions set forth in this Agreement or any other Loan Document), all of which must the Second Lien Loans shall be satisfied in a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is reasonably satisfactory in form and substance acceptable to Agent): (a) the Agent and each Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisals, and certificates as Agent may require, including such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisals, and certificates listed on the closing checklist attached hereto as Exhibit BLender; (b) Agent EBITDA of Holdings and its Subsidiaries for the trailing twelve Fiscal Month period ending August 31, 2006 (including adjustments, if any, reasonably satisfactory to the Agent) shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets, with results thereof satisfactory to Agent in its sole discretionbeen at least $90,000,000; (c) each Lender’s obligations the Leverage Ratio as of August 31, 2006 based upon EBITDA for the trailing twelve Fiscal Month period ending on such date, determined on a pro forma basis after giving effect to the Loans and commitments under this Agreement the Related Transactions, shall have been approved by such Lender’s Credit Committeenot exceed 4.25:1; (d) the Senior Leverage Ratio as of August 31, 2006 based upon EBITDA for the trailing twelve Fiscal Month period ending on such date, determined on a pro forma basis after giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due Loans and the consummation of all transactions contemplated hereby to occur on the Closing DateRelated Transactions, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000not exceed 2.75:1; (e) since February 2, 2019, no event total Funded Debt of Holdings and its Subsidiaries on a consolidated basis after giving pro forma effect to the Loans and Related Transactions shall not exceed $378,000,000; (f) Agent shall have occurred received satisfactory evidence that the cash purchase price for the Acquisition (inclusive of aggregate fees, closing costs, including those payable to Agent and Lenders) does not exceed $42,950,000 in the aggregate; 19 (g) Agent shall have received copies of employment agreements between Borrower and each of Dr. Howard Berger and Sami S. Abbasi, each of which has hadshall be in form an▇ ▇▇▇▇▇▇▇▇▇ ▇eason▇▇▇▇ ▇▇▇▇▇▇▇▇▇ory to Agent and Lenders; (h) the Related Transactions shall have been consummated in accordance with their respective terms, except as may have been consented to in writing by Agent; (i) Borrower shall deliver all documents listed on, take all actions set forth on and satisfy all other conditions precedent listed in the Closing Checklist attached hereto as ANNEX C, all in form and substance, or could in a manner, reasonably be expected satisfactory to have, a Material Adverse Effect on any Loan PartyAgent and Lenders; and (fj) Borrowers Borrower shall have paid to the Agent all fees Fees required to be paid on the Closing Date pursuant to the GE Capital Fee Letter, and shall have reimbursed Agent for all fees, costs and expenses payable in of closing presented as of the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in the Agent Fee LetterClosing Date.

Conditions to Initial Loans. Each Lender’s The obligation of each Lender to fund make its Loans on the Closing Date under this Agreement is subject to the following conditions precedent Agent’s receipt of (as well as any other conditions set forth in this Agreement or any other Loan Document)or, all of which must be satisfied in a manner acceptable to Agent (and as where applicable, pursuant to documentation which in the occurrence of) each case is of the following, in form and substance acceptable reasonably satisfactory to the Agent):: (a) each Loan Party Obligor shall have duly executed and/or deliveredthis Agreement, orwith all exhibits and schedules thereto, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Agent such agreements, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurances, assessments, appraisalsdelivered as applicable by each of the parties hereto, and certificates as Agent may requirea Revolving Note for each Revolving Lender, including in the amount of such other agreements, payoff letters, lien terminations, instruments, documents, proxies, financial statements, projections, lien searches, legal opinions, title insurance, assessments, appraisalsRevolving Lender’s Commitment, and certificates listed on a Term Note for each Term Lender in the closing checklist attached hereto amount of such Lender’s Term Commitment, each duly executed by the Borrower and dated as Exhibit Bof the date of this Agreement; (b) Agent each Security Document, with all exhibits and schedules thereto, duly executed and delivered by each of the parties thereto and dated as of the date of this Agreement (except that the original Mortgage shall have completed its business and legal due diligence pertaining be delivered to the Loan Parties Title Company for filing, and their respective businesses true and assetscorrect copies of the executed Mortgage shall be delivered to the Agent), and the following: (i) proper financing statements, duly filed on the Closing Date in the offices identified on Schedule 5.15 or in any other jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority (subject only to Permitted Liens) liens and security interests created under the Security Documents, covering the Collateral described in the Security Documents, (ii) evidence that originals of the Mortgage on the Refinery have been delivered to the Title Company with results thereof instructions for recording in the Real Property Records of ▇▇▇▇▇▇ County, Texas, (iii) copies of the Borrower’s 2004 survey of the Refinery and a survey reliance letter executed by the Borrower’s surveyor who prepared such survey, (iv) evidence that the Title Company is prepared, upon recording the Mortgage, to issue a Mortgagee Policy of Title Insurance (Form T-2) in favor of Agent, in a policy amount of $45,693,000, in conformance with the Title Commitment, covering and describing the real property components of the Refinery and the improvements affixed thereto that by law constitute a portion of such real property, and containing the following modifications and/or endorsements: (A) The standard exception for “Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or protrusions or any overlapping of improvements shall be revised to read “Shortages in area only”; (B) The standard exception for taxes shall be revised to read “Standby fees, taxes and assessments by a taxing authority for the year 2004; (C) The exception for liens and leases shall be deleted; (D) The policy shall contain the T-14 (First Loss) Endorsement; (E) The policy shall contain the T-15 (Last Dollar) Endorsement; (F) The policy shall contain the T-19 (Restrictions, Encroachments and Minerals) Endorsement; (G) The policy shall contain the T-33 (Adjustable Mortgage Loan) Endorsement; (H) The policy shall contain the T-35 (Revolving Credit) Endorsement; and (v) evidence that all other actions that the Agent may deem necessary or desirable have been taken or are the subject of arrangements reasonably satisfactory to the Agent for completion concurrently with or promptly after the Closing Date in its sole discretionorder (A) to perfect and protect the first priority Liens created under the Security Documents (including, without limitation, receipt of duly executed payoff letters, and UCC-3 termination statements) and (B) to conclude that Acceptable Security Interests will have been created on all Collateral, upon the recording of the Mortgage and the filing of the financing statements; (c) a Secretary’s Certificate, dated the Closing Date, in the form of Exhibit 4.01(c), certifying as to (i) attached copies of the Charter Documents, as amended, modified and supplemented and in effect on the Closing Date, of the Borrower, (ii) resolutions evidencing the Partnership Governance Committee Action approving and authorizing the applicable Loan Documents and the Borrowings and issuances of the Letters of Credit hereunder, and (iii) the names and true signatures of the officers of the Borrower authorized to sign each Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit CommitteeLoan Document; (d) after giving effect to such Loansa copy of the Certificate of Limited Partnership of the Borrower, certified as well as to of a Current Date by the payment Secretary of all trade payables older than sixty days past due and State of the consummation State of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $1,400,000Delaware; (e) since February 2a certificate of existence and good standing with respect to the Borrower, 2019issued as of a Current Date by the Secretary of State of the State of Delaware; (f) certificates, issued by the Secretaries of State of the States of Alabama and Texas to the effect that the Borrower is registered as a foreign limited partnership under the name “LYONDELL-CITGO Refining LP” in those States, and a certificate issued as of a Current Date by each such Secretary of State which certifies that the Borrower has not filed a certificate of cancellation of such registration; (g) evidence that, prior to or on the Closing Date: (i) all outstanding Indebtedness and other amounts owing under the Existing Revolving Credit Agreement will have been paid and discharged in full, and all outstanding Indebtedness and other amounts owing under the Existing Term Credit Agreement will be paid and discharged in full with: (A) the proceeds of the Term Loans; and (B) after the proceeds of the Term Loans have been applied in full for such purpose, to the extent there remains any Indebtedness outstanding under the Existing Term Credit Agreement, proceeds of the Revolving Loans or other available cash of the Borrower; (ii) all commitments to lend under each such credit agreement have been or will be terminated (such evidence to include a letter from the Borrower to the agents and the lenders under each such credit agreement terminating all commitments thereunder); and (iii) any Liens under each such credit agreement have been or will be released; (h) an opinion of counsel for the Borrower, dated the Closing Date, in the form of Exhibit 4.01(h); (i) a certificate of a Responsible Officer, dated the Closing Date, in the form of Exhibit 4.01(i) to the effect, among others, that (i) the representations and warranties set forth in Article V are true and correct in all material respects as of the Closing Date (unless made as of a specific date as set forth therein) and (ii) no event Default exists or would exist as a result of making a Loan or the issuance of a Letter of Credit on the Closing Date; (j) evidence in form and substance reasonably satisfactory to the Agent of the maintenance of the property and business interruption insurance required by Section 7.04 naming the Agent as an additional insured and loss payee, and evidence of the maintenance of liability insurance required by Section 7.04 naming the Agent as an additional insured; (k) the results of a recent search of the Uniform Commercial Code, tax, and judgment lien records in (i) the offices of the Secretary of State of the State of Texas, the Secretary of State of the State of Delaware and the Secretary of State of the State of Alabama and (ii) the tax and judgment lien records in all counties in Alabama and Texas in which the Borrower’s Property is located, in each case together with copies of all financing statements found in such searches, and in each case which shall reveal no Liens except Permitted Liens on any of the Property of the Borrower, or any revenues, income or profits therefrom, and shall otherwise be satisfactory to the Agent; (l) an independent environmental report in form and substance satisfactory to the Agent from Pilko and Associates, Inc.; (m) receipt by the Agent and the Lenders of the independent engineer’s report by ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., including financial projections, in form and substance reasonably satisfactory to the Agent; (n) payment of all fees and reasonable expenses of the Agent as have been appropriately invoiced to the Borrower in accordance with Section 10.02(b), including reasonable fees and expenses of common counsel to the Lenders, and fees of the Lead Arrangers, the Issuers and the Lenders that are due and payable on the Closing Date pursuant to this Agreement, any other Loan Document, or any other separate written agreement between or among the Borrower, the Lead Arrangers, or the Agent; (o) a duly executed and delivered agreement between the Borrower and the Service Agent to the effect specified in Section 10.08; (p) certified copies of the Contribution Agreement and the Refined Products Purchase Agreement and one certified copy, to be held by the Agent pursuant to its existing written safekeeping agreement with the Borrower and delivered with such copy, of each of the Crude Supply Agreement and the Supplemental Supply Agreement, in each case as amended, modified and supplemented and in effect on the Closing Date; (q) a duly executed Commercial Letter of Credit Reimbursement Agreement in the form attached hereto as Exhibit 2.03(c)-(1) and a duly executed Standby Letter of Credit Reimbursement Agreement in the form attached hereto as Exhibit 2.03(c)-(2), each with respect to Letters of Credit issued or deemed issued under Section 2.03(a) by the Issuer; (r) the Agent is satisfied that there shall not have occurred or become known: (i) any material adverse condition or material adverse change in or affecting the business, operations, Property, condition (financial or otherwise) or prospects of the Borrower or its Subsidiary Guarantors, taken as a whole, or (ii) any material adverse condition or material adverse change in or affecting the business, operations, property, condition (financial or otherwise), or prospects of PDVSA or PDVSA Petróleo, S.A., which would materially adversely change or affect the ability of such Person, as applicable, to perform its obligations under the Supplemental Supply Agreement or the Crude Supply Agreement, as applicable, in accordance with its terms; (s) the Agent is satisfied that as at the end of the fiscal quarter of the Borrower ending immediately prior to the Closing Date, the Borrower would have been in compliance with the applicable covenants set out in Section 7.17 of this Agreement if this Agreement had then been in effect; (t) the Agent shall have occurred which has hadreceived an appraisal of the Refinery in form and substance reasonably satisfactory to the Agent and the Borrower; (u) after giving effect to the initial Loans, Borrower and its Subsidiary Guarantor shall have outstanding no funded Indebtedness or preferred stock other than (i) the Loans, (ii) Letters of Credit, and (iii) Qualified Debt with an outstanding principal and accrued amount not to exceed $305,000,000; (v) receipt by the Agent of the Borrower’s December 31, 2003 audited financial statement and 2004 Budget and 2004 Five-Year Plan of the Borrower as prepared by the Borrower’s management for and as approved by the Partnership Governance Committee; (w) the Agent shall have received a certificate from an appropriate financial officer of Borrower certifying that Borrower, on a consolidated basis after giving effect to the transactions contemplated hereby, is Solvent; (x) all requisite Governmental Authorities and third parties shall have approved or consented to this Agreement to the extent required, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to haverestrain or prevent the closing of this Agreement; (y) receipt by the Agent of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; (z) none of the Crude Supply Agreement, Refined Products Purchase Agreement, Supplemental Supply Agreement, Contribution Agreement and Partnership Agreement has been amended, modified, or supplemented since December 10, 2002, other than any such amendments, modifications or supplements, copies of which have been delivered to the Agent and are in full force and effect; (aa) the Qualified Debt has been modified to extend the maturity date to at least six months after the Termination Date and has not otherwise been amended since December 10, 2002 other than amendments, copies of which have been delivered to the Agent; (bb) the Borrower’s general manager shall have certified to the Agent that the Borrower has received no written declaration since December 31, 2003 of a Material Adverse Effect on any Loan Partyforce majeure event that would result, could reasonably be expected to result, or has resulted in a reduction of the average daily barrels delivered under the Crude Supply Agreement to be below 115,000 bbl/day for at least 30 continuous days; and (fcc) Borrowers the Agent shall have paid received such other documents, governmental certificates, agreements, and additional information as the Agent and the Lenders may reasonably request, and such information shall be reasonably satisfactory in form and substance to Agent all fees and expenses payable in the amounts and at the times separately agreed in writing between the Borrowers and the Agent, including those set forth in its counsel, and the Agent Fee LetterLenders.