Common use of First Credit Event Clause in Contracts

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, (i) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri counsel for the Loan Parties, in each case dated the Closing Date and addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or other senior officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b) and (c), as applicable. 108 (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Closing Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Documents) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by, and each United States copyright that is exclusively licensed to, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the BorrowerBorrowers. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, an opinion of (i) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri special regulatory counsel for the Loan Parties, in each case case, dated the Closing Date and addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Specified Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Specified Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary, Secretary or Assistant Secretary or other senior officer of each Specified Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Specified Loan Party as in effect on the Closing Date, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors (or equivalent body) of such Specified Loan Party authorizing the execution, delivery and performance of the Specified Loan Documents to which such Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the TransactionsMerger) the certificate or articles of incorporation or organization of such Specified Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization good standing furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Specified Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Secretary or Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerMerger Sub, certifying (i) compliance with the conditions precedent set forth in Sections 4.01(bparagraphs (b) and (c), as applicable. 108) of Section 4.01 and (ii) that the assets of the Specified Loan Parties constitute at least 90% of the total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis and the net revenues of the Specified Loan Party’s accounts for at least 90% of the net revenues of the US Borrower and its Restricted Subsidiaries on a consolidated basis. (e) The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter Merger Sub hereunder or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Closing Date (other than any Mortgages) shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. Subject to the terms of the Intercreditor Agreement, together with: all actions necessary to establish that the First-Lien Collateral Agent will have a perfected first priority Lien on the Collateral and the Second-Lien Collateral Agent will have a perfected second priority Lien on the Collateral (isubject, in each case, to Liens permitted by Section 6.02) certificates shall have been taken; provided that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the Collateral Agents’ security interest in such Collateral may not be accomplished prior to the Closing Date without undue delay, burden or expense, then delivery of documents and instruments representing for perfection of such security interest shall not constitute a condition precedent to the Pledged Collateral (initial Credit Event so long as defined in the Security Documents) referred US Borrower agrees to therein accompanied by undated stock powers executed in blank in the case of Capital Stock deliver or cause to be delivered such documents and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned byinstruments, and each United States copyright that is exclusively licensed totake or cause to be taken such other actions as may be required to perfect such security interests, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Partywithin the time frames set forth on Schedule 5.13. (g) [Reserved]The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Specified Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search. (h) From December 31, 2005, except as otherwise contemplated or permitted by the Merger Agreement, there shall not have been a Material Adverse Effect. (i) The Administrative Agent shall have received a certificatecertificate as to coverage under the insurance policies required by Section 5.02. (j) The Administrative Agent shall have received a certified copy of the Merger Agreement, dated duly executed by the parties thereto (together with all exhibits and schedules thereto). The Merger shall be consummated concurrently with the initial funding of Loans on the Closing Date in accordance with and signed by a Financial Officer on the terms described in the Merger Agreement, and no provision of the BorrowerMerger Agreement shall have been amended or waived in any respect materially adverse to the interests of the Lenders without the prior written consent of the Arrangers, not to be unreasonably withheld. (k) Substantially simultaneously with the initial funding of Loans on the Closing Date (i) the Equity Investment shall have been made and (ii) Merger Sub shall have received gross cash proceeds of not less than $1,500,000,000 from the issuance of the New Senior Notes. (l) All amounts due or outstanding in respect of the Existing Debt (other than Existing Letters of Credit) shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) respect thereof terminated and all guarantees (if any) thereof discharged and released. After giving effect to the Transactions, substantially all of the Indebtedness of the Borrowers and their subsidiaries shall have been repaid other than (i) Indebtedness under the Loan Documents, (ii) the Notes, (iii) Indebtedness permitted under the Merger Agreement, (iv) immaterial Capitalized Lease Obligations and (v) other Indebtedness permitted by Section 6.01. (m) The Administrative Agent shall have received a solvency opinion from American Appraisal Associates certifying that the Borrower Company and its Restricted Subsidiariessubsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (in) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior Parties, to the Closing Dateextent requested, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership RegulationAct. (jo) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender Each Loan Party and each Issuing Bankother Restricted Subsidiary which is an obligee or obligor with respect to any intercompany Indebtedness shall have duly authorized, as applicableexecuted and delivered the Intercompany Subordination Agreement, and the Intercompany Subordination Agreement shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may bein full force and effect.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, (i) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri counsel for the Loan Parties, in each case dated the Closing Date and addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary, Assistant Secretary or other senior officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b) and (c), as applicable. 108. (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Closing Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Documents) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by, and each United States copyright that is exclusively licensed to, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each the Issuing BankBanks, a favorable written opinion of (i) an opinion of ▇▇▇▇▇▇▇▇ Debevoise & ▇▇▇▇▇▇▇▇ LLP, as counsel for Holdings and Merger Sub, substantially to the Loan Parties effect set forth in Exhibit J, and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLPeach local counsel listed on Schedule 4.02(a), as Missouri counsel for substantially to the Loan Partieseffect set forth in Exhibit K, in each case (A) dated the Closing Date and Date, (B) addressed to each the Issuing BankBanks, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative AgentAgent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) [Reserved] (c) The Administrative Agent shall have received (i) a an up to date copy of the certificate or articles of incorporation incorporation, partnership agreement or organization, including all amendments theretoother constitutive document, of each Loan Party, certified as of a recent date by the Secretary of State of the state jurisdiction of its organizationorganization or by a Secretary, director or other officer of the relevant Loan Party, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and State; (ii) a certificate of the Secretary, Secretary or Assistant Secretary or other senior authorized officer or director of each Loan Party dated the Closing Date and certifying certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the by-laws or operating laws, partnership agreement, limited liability company agreement (or limited liability companyother equivalent governing documents) agreement of such Loan Party as in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors Directors, members or partners, or shareholders (or other equivalent governing body) ), as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the BorrowerMerger Sub, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation incorporation, partnership agreement or organization other similar constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization furnished good standing pursuant to clause (i) above or, if applicable, pursuant to the official commercial register extract, shareholder list or similar applicable official registry of the Loan Party, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by Party; (iii) a certificate of another officer or director as to the incumbency and specimen signature of the Secretary, Assistant Secretary or other senior authorized officer or director executing the certificate pursuant to clause (ii) above. ; and (div) The such other documents as the Lenders, the Issuing Banks or the Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b) and (c), as applicable. 108 (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter or under any other Loan Documentreasonably request. (f) The Security Documents required to be executed and delivered on the Closing Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Documents) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by, and each United States copyright that is exclusively licensed to, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the BorrowerBorrowers. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, an opinion of (i) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri special regulatory counsel for the Loan Parties, in each case case, dated the Closing Date and addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Specified Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Specified Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary, Secretary or Assistant Secretary or other senior officer of each Specified Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Specified Loan Party as in effect on the Closing Date, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors (or equivalent body) of such Specified Loan Party authorizing the execution, delivery and performance of the Specified Loan Documents to which such Person is a party and, in the case of the BorrowerBorrowers, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the TransactionsMerger) the certificate or articles of incorporation or organization of such Specified Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization good standing furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Specified Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Secretary or Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the BorrowerMerger Sub, certifying (i) compliance with the conditions precedent set forth in Sections 4.01(bparagraphs (b) and (c), as applicable. 108) of Section 4.01 and (ii) that the assets of the Specified Loan Parties constitute at least 90% of the total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis and the net revenues of the Specified Loan Party’s accounts for at least 90% of the net revenues of the US Borrower and its Restricted Subsidiaries on a consolidated basis. (e) The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter Merger Sub hereunder or under any other Loan Document. (f) The Security Documents required to be executed and delivered on the Closing Date (other than any mortgages) shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect. Subject to the terms of the Intercreditor Agreement, together with: (i) certificates all actions necessary to establish that the First-Lien Collateral Agent will have a perfected first priority Lien on the Collateral and instruments representing the Pledged Second-Lien Collateral Agent (as defined in the Security DocumentsOriginal Credit Agreement) referred will have a perfected second priority Lien on the Collateral (subject, in each case, to therein accompanied Liens permitted by undated stock powers executed Section 6.02) shall have been taken; provided that with respect to any Collateral the Lien in blank which may not be perfected by filing of a UCC financing statement, if the perfection of the Collateral Agents’(as defined in the case Original Credit Agreement) security interest in such Collateral may not be accomplished prior to the Closing Date without undue delay, burden or expense, then delivery of Capital Stock documents and instruments endorsed in blank in for perfection of such security interest shall not constitute a condition precedent to the case of indebtedness, (ii) proper financing statements in form appropriate for filing under initial Credit Event so long as the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent US Borrower agrees to deliver or cause to be delivered such documents and trademark registration and application that is owned byinstruments, and each United States copyright that is exclusively licensed totake or cause to be taken such other actions as may be required to perfect such security interests, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Partywithin the time frames set forth on Schedule 5.13. (g) [Reserved]. (h) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer results of the Borrower, certifying that the Borrower and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date. (i) The Lenders shall have received from searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Specified Loan Parties at least three in the states (3) Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agentjurisdictions) of formation of such Person, such Lender or such Issuing Bank, as together with (in the case may beof clause (i)) copies of the financing statements (or similar documents) disclosed by such search.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each the Issuing Bank, (i) an a favorable written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel for Parent and the Borrowers, substantially to the Loan Parties and effect set forth in Exhibit G, such opinion to be (i) dated the Closing Date, (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri counsel for the Loan Parties, in each case dated the Closing Date and addressed to each the Lenders, the Issuing Bank, Bank and the Administrative Agent and (iii) covering such other matters relating to the Loan Documents and the Credit Transactions to occur on the Closing Date as the Administrative Agent shall reasonably request. Parent and the Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters related to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, in form the Issuing Bank and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation incorporation, or organizationcertificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state State of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and State; (ii) a certificate of the Secretary, Secretary or Assistant Secretary or other senior officer of each Loan Party dated the Closing Date and certifying (A) if such Loan Party is a corporation, that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, or if such Loan Party is a limited liability company, that attached thereto is a true and complete copy of the operating (or limited liability company) company agreement of such Loan Party as in effect on the Closing DateDate and at all times since the date prior to the date of the resolutions described in clause (B) below, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board board of Directors (directors or equivalent body) board of managers, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person person is a party and, in the case of the each Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation incorporation, or organization certificate of formation, of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Secretary or Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of each of Parent and the BorrowerBorrowers, certifying confirming compliance with the conditions precedent set forth in Sections 4.01(bparagraphs (b) and (c) of Section 4.01 and paragraphs (f), as applicable. 108(i), (l) and (m) of this Section. (e) The Administrative Agent shall have received (i) to the extent invoiced at least 3 Business Days all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Parent and the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter Borrowers hereunder or under any other Loan Document. (f) The Security Documents required Guarantee and Collateral Requirement shall have been satisfied. The Collateral Agent shall have received the Perfection Certificate with respect to be executed and delivered on the Loan Parties dated the Closing Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing the Pledged Collateral (as defined in the Security Documents) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by, and each United States copyright that is exclusively licensed to, a Loan Party and constitutes Collateral, duly executed by a Responsible Officer of Parent and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each applicable Loan Partysuch person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) [Reserved]The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a certificatecopies of each of (i) the Seller Note and the related Pledge Agreement dated as of July 31, 2002 and the Amendment and Settlement Agreement dated the Closing Date as of February 12, 2004, (ii) each management agreement between CHM and signed an HMO Subsidiary and (iii) any management agreements between Parent or any Subsidiary and SPEP Management, LLC or any of its Affiliates, in each case certified by a Financial Officer of Parent as being complete and correct. (i) All principal, interest, fees and other amounts due or outstanding under the BorrowerExisting Credit Agreement shall have been paid in full, certifying the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. WMG shall have repaid or otherwise discharged its obligations under, or shall substantially simultaneously with the initial funding of Loans on the Closing Date repay or otherwise discharge its obligations under, all of the Discount Notes, it being agreed that the Borrower and its Restricted Subsidiariesconversion of the Discount Notes into Term Loans of the Rollover Lenders pursuant to the Rollover Agreement shall be deemed a discharge of WMG's obligations under the Discount Notes. WHP shall have repaid or otherwise discharged, or shall substantially simultaneously with the initial funding of Loans on the Closing Date repay or otherwise discharge, a consolidated basis portion of the outstanding Indebtedness under the Seller Note such that the condition in clause (b) of the last sentence of this paragraph shall be satisfied. Immediately after giving effect to the TransactionsCredit Transactions to occur on the Closing Date, are Solvent Parent and the Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness under the Seller Note in an aggregate principal amount not to exceed $30,000,000 and (c) Indebtedness set forth on Schedule 6.01. (j) The Lenders shall have received the financial statements and opinions referred to in Section 3.05, none of which shall be materially inconsistent with the financial statements or forecasts previously provided to the Lenders. No material adverse change shall have occurred in the business, assets, operations financial condition or prospects of Parent and the Subsidiaries, taken as a whole, since December 31, 2003. (k) The Lenders shall have received a detailed business plan of Parent and the Subsidiaries for (i) the years 2004 through 2009 and (ii) each fiscal quarter of 2004 and 2005, in form and substance satisfactory to the Administrative Agent. (l) The Lenders shall be satisfied that the Leverage Ratio on the Closing Date, calculated after giving pro forma effect to the Credit Transactions to occur on the Closing Date, shall be no more than 3.0 to 1.0. (m) All requisite Governmental Authorities and third parties shall have approved or consented to the Credit Transactions to occur on the Closing Date to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation or governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (n) The Post-Closing Matters Side Letter shall have been duly executed by Parent and each of the Borrowers and shall be in full force and effect on the Closing Date. (io) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior received, to the Closing Dateextent requested, all documentation and other information reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership RegulationPatriot Act. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may be.

First Credit Event. On the Closing Date: (a) This Agreement shall have been duly executed and delivered by the Borrower. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each the Issuing Bank, a favorable written opinion of (i) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Missouri counsel for the Loan Parties, in the form attached as Exhibit G, and (ii) each local counsel listed on Schedule 4.2(a) (except the opinion of De Brauw Blackstone Westbroek, which opinion shall be delivered no later than October 12, 2005 (or such later date not beyond November 10, 2005 as the Administrative Agent may agree in its sole discretion)), in form and substance satisfactory to the Administrative Agent, in each case (A) dated the Closing Date and Date, (B) addressed to each the Issuing Bank, the Administrative Agent, the Lenders and the other Secured Parties and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Syndication Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, in form the Issuing Bank and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organizationincorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and State; (ii) a certificate of the Secretary, Secretary or Assistant Secretary or other senior officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) (1) that attached thereto is a true and complete copy of resolutions or written consent duly adopted by the Board of Directors (or equivalent body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person person is a party and, in the case of the Borrower, the borrowings hereunder, and (2) that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Transactions) the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate or articles of incorporation or organization good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Secretary or Assistant Secretary or other senior officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The Administrative Agent Agents and Lenders shall have received a certificate, dated the Closing Date and signed by a Responsible Financial Officer of the Borrower, certifying confirming compliance with the conditions precedent set forth in Sections 4.01(bparagraphs (b) and (c), as applicable. 108) of Section 4.1 and the Borrower shall be in full compliance with the Commitment Letter. (e) The Administrative Agent UBS Loan Finance LLC, Banc of America Securities LLC and the Agents shall have received (i) to the extent invoiced at least 3 Business Days all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower and (ii) all fees required to be paid by the Borrower (which may be netted from the proceeds of the Loans borrowed on the Closing Date), in each case, hereunder, under the Engagement Letter, under the Agency Fee Letter hereunder or under any other Loan DocumentDocument (including, without limitation, direct payment to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents and the Arrangers, of its fees and expenses payable hereunder and under the Commitment Letter, the Fee Letter and the Original Credit Agreement, to the extent invoiced). (f) The Security Loan Documents required to be executed and delivered on the Closing Date shall have been duly executed and delivered by each Loan Party that is to be a party thereto and shall be in full force and effect, together with: (i) certificates and instruments representing effect on the Pledged Collateral (as defined Closing Date. The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents) referred to therein accompanied by undated stock powers executed in blank in the case of Capital Stock and instruments endorsed in blank in the case of indebtedness, (ii) proper financing statements in form appropriate for filing under the UCC of the respective jurisdiction of organization of each Loan Party covering the Collateral described in the Security Documents, and (iii) an Intellectual Property Security Agreement for each United States copyright, patent and trademark registration and application that is owned by, and each United States copyright that is exclusively licensed to, a Loan Party and constitutes Collateral, duly executed by each applicable Loan Party. (g) [Reserved]. (h) The Administrative Agent shall have received a certificateduly-completed and executed Perfection Certificate (in form and substance satisfactory to the Administrative Agent) with respect to the Loan Parties, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.2 or have been or will be contemporaneously released or terminated. (i) Amendments to each of the Mortgages and assignments of each of the Mortgages by the Original Administrative Agent to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.2, (iii) each of such amendments and assignments relating to the Mortgages shall have been delivered to a nationally recognized title insurance company in reasonable form for recording in the recording office as specified on Schedule 3.19(c) and (iv) the Administrative Agent and the nationally recognized title insurance company issuing the title date-down endorsements described in Section 5.9 shall have received an as-built survey of the sites of the Mortgaged Properties, dated a date satisfactory to the Closing Date Administrative Agent and signed such insurance company by a Financial Officer an independent professional licensed land surveyor satisfactory to the Administrative Agent and such insurance company (it being understood that delivery of the Borroweras-built surveys delivered in connection with the Original Credit Agreement, certifying that together with the title company’s omission of a survey exception from the Administrative Agent’s date-down title endorsements, shall satisfy the requirements of this clause (iv)). (i) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Secured Parties as additional insureds, in form and substance satisfactory to the Administrative Agent. (j) [Intentionally Omitted]. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.5 and the unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Restricted Subsidiariesconsolidated subsidiaries as of the fiscal months ending July 31, 2005 and August 31, 2005. (l) All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. All requisite third-party consents necessary for the consummation of the Transactions shall have been obtained except for those third-party consents where the failure to so obtain such consents would not have a consolidated basis Material Adverse Effect. (m) The Lenders shall have received a certificate of the chief financial officer of the Borrower certifying that the pro forma Leverage Ratio as at August 31, 2005 for the 12-month period then ending is not greater than 3.75 to 1.00 and containing all information and calculations necessary for determining such ratio. (n) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower documenting the solvency of the Borrower and its Subsidiaries after giving effect to the Transactions, are Solvent as of the Closing Date. (i) The Lenders shall have received from the Loan Parties at least three (3) Business Days prior to the Closing Date, all documentation in form and other information substance reasonably requested in writing no later than ten (10) Business Days prior to the Closing Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (j) [Reserved]. For purposes of determining whether the conditions specified in this Section 4.02 have been satisfied on the Closing Date, by funding the Loans hereunder or issuing a Letter of Credit on the Closing Date, the Administrative Agent, each Lender and each Issuing Bank, as applicable, shall be deemed to have consented to, 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 the Administrative Agent, such Lender or such Issuing Bank, as the case may be.