Common use of Conditions Precedent to the Loans Clause in Contracts

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity and its counsel: (a) continuing unconditional and absolute guaranty by ▇▇▇▇ ▇▇▇▇ of all Obligations; (b) a certificate executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 7; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretion.

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank or the Swingline Lender to make any Loans hereunder on the Fixed Asset Loan, initial Borrowing Date following the Real Estate Loan, Closing Date is subject to each of the Standby Facility or any Revolver Advance hereunder following conditions precedent: (including the firsta) until it The Administrative Agent shall have received the following documentsfollowing, duly executed each of which shall be in form and substance satisfactory to Fidelity and its counselthe Administrative Agent: (a1) continuing unconditional the Notes, duly executed and absolute guaranty delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) the Subsidiary Guaranty, duly executed and delivered by each of the Guarantor Subsidiaries; (4) a Covenant Compliance Certificate, for the fiscal quarter ending September 30, 2006, which sets forth in reasonable detail the computations necessary to determine whether the Borrower and its Subsidiaries were in compliance with the financial covenants set forth in this Agreement for such quarter (assuming the financial covenants set forth in this Agreement were in effect during such quarter); (5) Certified copies of the resolutions of the respective Boards of Directors for the Borrower and each of the Guarantor Subsidiaries authorizing the making and performance, in the case of the Borrower, of this Agreement, the Notes and all other Credit Documents, and in the case of the Guarantor Subsidiaries, of the Subsidiary Guaranty, and the transactions contemplated hereby and thereby; (6) A certificate of appropriate officers of the Borrower and each of the Guarantor Subsidiaries in respect of each of its officers (A) who is authorized to execute and deliver, as the case may be, this Agreement, the Notes, the Subsidiary Guaranty and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement, the Subsidiary Guaranty and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower or such Guarantor Subsidiary to the contrary); (7) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (8) An opinion of R▇▇▇▇ ▇. ▇▇▇ of all Obligations;▇▇, General Counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably require; and (9) Such other documents as the Administrative Agent may reasonably request. (b) a certificate executed by No material adverse change in the President assets, prospects, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of the most recent financial statement of the Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto;Banks. (c) a certificate executed by No litigation or similar proceeding shall exist or be threatened with respect to the President and the Chief Financial Officer making of the Company certifying the satisfaction Loans or consummation of the conditions set forth in Section 7;transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, prospects, financial condition or capitalization of the Borrower or the Guarantor Subsidiaries, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all All representations and warranties made by the Company Borrower and the Guarantor Subsidiaries herein or in any of the Transaction Documents other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true on and correct in all material respects as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance each Loan as if such representations made on and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, . (iiie) no Event of No Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making occurred and be continuing as of the Fixed Asset date of any Loan or after giving effect to any Loan. (f) The Loans, the Real Estate Loanuse of the proceeds thereof, the Standby Facility or such Revolver Advance other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not be prohibited by violate, contravene, or conflict with, any law or any regulation or any order Requirement of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionLaw.

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of each Lender to make its initial Loan or for the Fixed Asset Loan, Issuing Lender to issue its initial Letter of Credit hereunder is subject to the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it shall have received satisfaction of the following documents, duly executed in form and substance satisfactory to Fidelity and its counselconditions precedent: (a) The Administrative Agent shall have received, duly authorized, executed and delivered by each Person that is a party thereto, in form and substance reasonably satisfactory to the Lenders, each of the following: (i) Each of the following Loan Documents (together with all exhibits thereto) dated on or as of the Effective Date: (A) this Credit Agreement; and (B) each of the Notes requested by any Lender; (ii) A certificate of the Secretary or Assistant Secretary of Borrower, dated the Effective Date, certifying as to (A) the adoption and continuing unconditional effect of resolutions of the board of directors of Borrower authorizing the transactions contemplated hereby and absolute guaranty by the other Loan Documents; (B) the Certificate of Incorporation of Borrower and all amendments thereto, (C) the Bylaws of Borrower and all amendments thereto, and (D) the incumbency of all officers of Borrower who will execute or have executed any document or instrument required to be delivered hereunder, containing the signature of same; (A) With respect to Borrower, a certificate of existence and good standing from the Secretary of State of the State of Delaware and certificates of authorization to do business and good standing in the States of Colorado, Oklahoma, North Dakota, Wyoming, and Utah, each dated no more than 30 days prior to the Effective Date; (B) with respect to Plains Petroleum Operating Company, a certificate of existence and good standing from the Secretary of State of Delaware and certificates of authorization to do business and good standing in the States of Colorado, Kansas and Wyoming, each dated no more than 30 days prior to the Effective Date; (C) with respect to Plains Petroleum Company, a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (D) with respect to ▇▇▇▇▇▇▇ Fuels Corporation, a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (E) with respect to Plains Petroleum Gathering Company, a certificate of existence and good standing from the Secretary of State of Delaware and certificates of authorization to do business and good standing in the States of Colorado and Kansas, each dated no more than 30 days prior to the Effective Date; (F) with respect to Fort Union Gas Gathering, L.L.C., a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (G) with respect to Bargath, Inc., a certificate of existence and good standing from the Secretary of State of Colorado and a certificate of authorization to do business and good standing in the State of Wyoming, each dated no more than 30 days prior to the Effective Date; and (H) with respect to each of ▇▇▇▇▇▇▇ Resources International Corporation and ▇▇▇▇▇▇▇ Resources (Peru) Corporation, a certificate of all Obligationsexistence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date. (iv) The Opinion of Borrower's Counsel; (bv) a A certificate executed of insurance coverage evidencing that all insurance required to be obtained and maintained by the President Borrower and the Secretary its Subsidiaries as of the Company certifying (i) the names and signatures Effective Date pursuant to any of the officers Loan Documents is in full force and effect; (vi) The Initial Financial Statements and such other financial information, regarding Borrower or its Subsidiaries as the Administrative Agent or any Lender may reasonably request. All of such financial statements and financial information shall be satisfactory to the Company authorized Lenders; (vii) For its account and for the account of each Lender, as applicable, all fees and expenses due and payable hereunder on or before the Effective Date and invoiced to execute Transaction DocumentsBorrower in writing prior to the Effective Date; including pursuant to the Fee Letter; (viii) Evidence satisfactory to the Administrative Agent that, concurrently with the initial Loans, the Existing Credit Agreement will be terminated and all amounts owing thereunder will be paid in full; (iiix) the resolutions duly Borrower's Marketing Business Plan and Risk Management Policy adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction DocumentsBorrower on November 16, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto;2000; and (cx) a certificate executed Such other certificates, opinions, documents and instruments relating to the transactions contemplated hereby as may have been reasonably requested by the President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 7; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured Administrative Agent or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity;any Lender. (i) a satisfactory appraisal The representation and warranties of Borrower contained in Article IV and, in all material respects, in each of the eligible Machinery other Loan Documents to which Borrower is a party shall be true and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance correct on the Real Property, acceptable Effective Date both before and after giving effect to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, initial Loans or the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as issuance of the date thereof, initial Letter of Credit; (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) occurred and be continuing on the Effective Date either before or after giving effect to the making of the Fixed Asset Loaninitial Loans or the issuance of the initial Letter of Credit; and (iii) except as disclosed in Borrower's 10-Q for the Fiscal Quarter ended June 30, the Real Estate Loan2000, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company no Material Adverse Effect shall have not repudiated occurred since December 31, 1999; and (c) Such other conditions precedent which the Administrative Agent may reasonably have requested or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionrequired.

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The effectiveness of this Agreement and obligations of Bank to make the Fixed Asset Loan, Loans are subject to the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it conditions precedent that Bank shall have received the following documentsfollowing, duly executed in form and substance satisfactory to Fidelity and its counselBank: (a) continuing unconditional This Agreement, the Term Loan 1 Note, the Term Loan 2 Note, the Mortgage, and absolute guaranty the Environmental Indemnity duly executed by ▇▇▇▇ ▇▇▇▇ of all Obligations;Borrowers. (b) a certificate The comfort letter with respect to the Franchise Agreement duly executed by Franchisor. (c) The Management Assignment duly executed by TRS KCI. (d) The consent to Management Assignment duly executed by the President applicable Person. (e) The Limited Guaranty and the Secretary Springing Guaranty duly executed by Condor. (f) A copy of the Company certifying fully executed lease between CDOR KCI (as landlord) and TRS KCI (as tenant). (g) A Lease Subordination Agreement, in a form and substance acceptable to Bank in its reasonable discretion, duly executed by TRS KCI and CDOR KCI. (h) A copy of the Franchise Agreement. (i) the names and signatures A copy of the officers Management Agreement. (j) Financing Statements (Form UCC-1) delivered to Bank by Borrowers in form and content satisfactory to Bank and in proper filing form under the UCC as may be necessary to perfect the security interests created by the Collateral Documents. (k) Evidence that all other actions necessary, or in the opinion of Bank, desirable to enable Bank to perfect and protect the Liens created by the Collateral Documents have been taken. (l) Copies of the Company authorized Organization Documents and resolutions of each Borrower as Bank may require (i) authorizing each Borrower to execute Transaction Documents, enter into the transactions contemplated by this Agreement and (ii) evidencing the resolutions duly adopted by the Board identity, authority and capacity of Directors each responsible officer of the Company authorizing the execution of such Borrower authorized to act as a responsible officer in connection with this Agreement and the other Transaction Documents, Loan Documents to which such Borrower is a party. (m) Copies of the Organization Documents and resolutions of Condor as Bank may require (i) authorizing Condor to enter into the Limited Guaranty and the Springing Guaranty and (iiiii) correctness evidencing the identity, authority and completeness capacity of each responsible officer of Condor authorized to act as a responsible officer in connection with the Limited Guaranty and the Springing Guaranty. (n) Copies of UCC search reports listing all financing statements and other encumbrances which name and which are filed in the jurisdiction in which each Borrower is located or organized, together with copies of such financing statements. (o) A detailed summary of Borrowers' uses of the copy proceeds of the bylaws Loans, including supporting documentation to verify the costs of such uses. (p) A Phase I environmental site assessment of the Company attached thereto;Real Property in a form and substance reasonably satisfactory to Bank. (cq) a certificate executed by the President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 7; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory An appraisal of the Real Property in compliance with all of the minimum standards as required by an appraiser acceptable FIRREA in its uniform appraisal standards adopted June 7, 1994, dealing with federally regulated institution and which is otherwise in a form and substance satisfactory to Fidelity;Bank in its reasonable discretion. (ir) An ALTA lender's title insurance policy effective as of a satisfactory appraisal date no earlier than the date and time of recording of the eligible Machinery and Equipment dated within one month of Mortgage, in the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on amount the Loan Commitments, insuring Bank's interest in the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by permanent easement to use the Company in the Transaction Documents are true on and Parking Garage as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance thatan insured easement parcel, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or only such Revolver Advance shall not exceptions as may be prohibited approved by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction DocumentBank, and (vi) Fidelity shall have approved the Fixed Asset Loanall endorsements required by Bank, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretion.including without limitation: ALTA 9; Subdivision Control Act; Zoning 3.1;

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of Bank to make the Fixed Asset LoanLoans hereunder is subject to the fulfillment, to the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first) until it shall have received the following documents, duly executed in form and substance satisfactory to Fidelity satisfaction of Bank and its counsel, of each of the following conditions on or before the Closing Date: (a) continuing unconditional Borrower shall have executed and absolute guaranty by ▇▇▇▇ ▇▇▇▇ of all Obligationsdelivered to Bank this Agreement and the Revolving Note; (b) Bank shall have received a good standing certificate executed for Borrower dated within thirty (30) days of the Closing Date, issued by the President Secretary of State of California and the Secretary of the Company certifying (i) the names and signatures State of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached theretoDelaware; (c) Bank shall have received certificates of good standing as a certificate executed foreign corporation for Borrower, dated within thirty (30) days of the Closing Date, issued by the President and the Chief Financial Officer Secretary of State or Department of Insurance, as appropriate, of the Company certifying states in which Borrower's failure to be duly qualified or licensed would have a material adverse effect on the satisfaction business of the conditions set forth in Section 7Borrower taken as a whole; (d) certificates regarding the due formation, valid existence and good standing Bank shall have received certified copies of the Company in the state Borrower's articles of its organization issued by the appropriate governmental authorities in such jurisdictionincorporation; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests shall have received copies of the Bank by-laws of ▇▇▇▇▇ ▇▇▇▇▇ in the CollateralBorrower certified by its Secretary or Assistant Secretary; (f) a release executed by Finova releasing all liens Bank shall have received signature and security interests of Finova in incumbency certificates respecting the Collateralofficers executing this Agreement; (g) endorsements naming Fidelity Bank shall have received an officers' certificate from Borrower, dated as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the CompanyClosing Date, duly executed by the President or a Vice President and a Secretary or an Assistant Secretary of Borrower, certifying that no Event of Default has occurred and is continuing; (h) Bank shall have received a satisfactory appraisal certificate from the Secretary or an Assistant Secretary of Borrower attesting to the Real Property by an appraiser acceptable resolution of Borrower's Board of Directors authorizing the execution and delivery of this Agreement and authorizing specific officers to Fidelityexecute same; (i) a satisfactory appraisal Bank shall have received full payment of any fees agreed to, as well as full payment of Bank's reasonable costs and expenses (including the eligible Machinery fees and Equipment dated within one month expenses of Bank's counsel) incurred in connection with the date hereof by an appraiser acceptable to Fidelitypreparation, negotiation, execution, and delivery of this Agreement; (j) a commitment for title insurance on the Real Property, acceptable to Fidelityrepresentations and warranties of Borrower set forth in Article III of this Agreement shall be true and correct; (k) no Material Adverse Change shall have occurred since March 31, 1996 in the Mortgagebusiness, operations or financial condition of Borrower and its Subsidiaries, taken as a whole; (l1) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity Bank shall not be obligated to make the Fixed Asset Loanhave received such other instruments, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretion.documents as Bank may reasonably request; and

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank or the Swingline Lender to make any Loans hereunder on the Fixed Asset Loan, initial Borrowing Date following the Real Estate Loan, Closing Date is subject to each of the Standby Facility or any Revolver Advance hereunder following conditions precedent: (including the firsta) until it The Administrative Agent shall have received the following documentsfollowing, duly executed each of which shall be in form and substance satisfactory to Fidelity and its counselthe Administrative Agent: (a1) continuing unconditional the Notes, duly executed and absolute guaranty delivered by ▇▇▇▇ ▇▇▇▇ of all Obligationsthe Borrower; (b2) a certificate this Agreement, duly executed and delivered by the President Borrower; (3) the Subsidiary Guaranty, duly executed and delivered by each of the Guarantor Subsidiaries; (4) A Notice of Authorized Borrowers in the form attached hereto as Exhibit H; (5) Certified copies of the resolutions of the respective Boards of Directors for the Borrower and each of the Guarantor Subsidiaries authorizing the making and performance, in the case of the Borrower, of this Agreement, the Notes and all other Credit Documents, and in the case of the Guarantor Subsidiaries, of the Subsidiary Guaranty, and the Secretary transactions contemplated hereby and thereby; (6) A certificate of the Company certifying (i) the names and signatures of the appropriate officers of the Company Borrower and each of the Guarantor Subsidiaries in respect of each of its officers (A) who is authorized to execute Transaction and deliver, as the case may be, this Agreement, the Notes, the Subsidiary Guaranty and all other Credit Documents, and (iiB) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the resolutions duly adopted purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement, the Subsidiary Guaranty and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower or such Guarantor Subsidiary to the contrary); (7) If requested by the Board Administrative Agent, certificates of Directors of the Company authorizing the execution of all liability insurance policies required by this Agreement and the other Transaction DocumentsCredit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (8) An opinion of counsel to the Borrower, addressing such matters and in such form as the Administrative Agent may reasonably require; and (iii9) correctness and completeness Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, prospects, business, operations, financial condition, liabilities or capitalization of the copy Borrower shall have occurred since the date of the bylaws most recent financial statement of the Company attached thereto;Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (c) a certificate executed by No litigation or similar proceeding shall exist or be threatened with respect to the President and the Chief Financial Officer making of the Company certifying the satisfaction Loans or consummation of the conditions set forth in Section 7;transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, prospects, financial condition or capitalization of the Borrower or the Guarantor Subsidiaries, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all All representations and warranties made by the Company Borrower and the Guarantor Subsidiaries herein or in any of the Transaction Documents other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true on and correct in all material respects as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance each Loan as if such representations made on and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, . (iiie) no Event of No Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurredoccurred and be continuing as of the date of any Loan or after giving effect to any Loan. (f) The Loans, the use of the proceeds thereof, the other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (ivg) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (in accordance with Section 9.3(a) in the case of the initial making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionLoans).

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of the Lenders set forth in the immediately foregoing clause (a) is subject to make the Fixed Asset Loan, satisfaction in the Real Estate Loan, sole discretion of the Standby Facility or any Revolver Advance hereunder (including Lenders of the first) until it following terms and conditions: i. each Lender and the Collateral Agent shall have received the following documents, duly executed in form and substance satisfactory to Fidelity such Lender and its counselthe Collateral Agent: (a1) continuing unconditional a fully executed and absolute guaranty by ▇▇▇▇ ▇▇▇▇ delivered copy of this Agreement, the Pledge and Security Agreement, the 2023 Term Loan Intercreditor Agreement, the Debenture Intercreditor Agreement, the Subsidiary Guarantee and all Obligationsother Security Documents; (b2) a certificate the Pledged Securities; 3) one or more legal opinions of outside counsel to the Group Members; 4) the Company’s wire instructions, on Company letterhead and executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Executive Officer or Chief Financial Officer of the Company; 5) [reserved]; 6) a perfection certificate, duly executed by the Company and each Subsidiary as of the Closing Date; 7) an amendment to the Debentures and the 2023 Term Loan Agreement that, among other things, permits the Loans; 8) a certificate of an officer of the Company certifying that the Company, individually, is solvent, and the Company and the Subsidiaries, on a consolidated basis, are solvent; 9) a certificate of an officer of each Group Member, dated the date of the Closing, (x) certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Transaction Documents, (B) its organizational documents as then in effect, (C) the names and true signatures of the officers or managers, as applicable, of such Group Member authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder, and (y) attaching a recent good standing certificate (or its equivalent) for such Group Member from the applicable governmental authority in its jurisdiction of organization; 10) a closing certificate certifying as to the satisfaction of the conditions below clauses (ii) through (iv); 11) evidence that the Group Members have obtained all consents and approvals so that the execution, delivery and performance by the Group Members of the Transaction Documents will not contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected; 12) evidence that the Liens created by the Security Documents are perfected as first-priority Liens; and 13) such other documents and instruments with respect to the transactions contemplated hereby as any Lender or the Collateral Agent may request; and ii. the representations and warranties of the Company and each other Group member set forth in Section 7each Transaction Document being true and correct in all respects; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2iii. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall exist or could result from the transactions contemplated by this Agreement; iv. there shall have occurred, (iv) been no Material Adverse Effect with respect to the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law Company or any regulation or any order of any court or governmental agency or authoritySubsidiary since December 31, (v) 2023; and v. the Company shall have not repudiated paid on or made any anticipatory breach before the Closing Date, all fees, charges and disbursements of any of its obligations under any Transaction DocumentATW, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionincluding legal fees.

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated Notwithstanding anything to the contrary in this Agreement, the obligation of any Bank to make any Loans hereunder on the Fixed Asset Loan, initial Borrowing Date following the Real Estate Loan, Closing Date is subject to each of the Standby Facility or any Revolver Advance hereunder following conditions precedent: (including the firsta) until it The Administrative Agent shall have received the following documentsfollowing, duly executed each of which shall be in form and substance satisfactory to Fidelity and its counselthe Administrative Agent: (a1) continuing unconditional replacement Revolving Credit Notes, duly executed and absolute guaranty delivered by ▇▇▇▇ ▇▇▇▇ of all Obligationsthe Borrower; (b2) a certificate this Agreement, duly executed and delivered by the President and Borrower; (3) A Notice of Authorized Borrowers in the Secretary form attached hereto as Exhibit G; (4) Certified copies of the Company certifying (i) the names and signatures executed resolutions of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors for the Borrower authorizing the making and performance of this Agreement, the Revolving Credit Notes and all other Credit Documents and the transactions contemplated hereby and thereby; (5) A certificate of appropriate officer(s) of the Company authorizing Borrower (A) who is authorized to execute and deliver, as the execution case may be, this Agreement, the Revolving Credit Notes and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in connection with, as the case may be, this Agreement and the other Transaction DocumentsCredit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary); (6) If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (iii7) correctness An opinion of counsel to the Borrower, addressing such matters and completeness in such form as the Administrative Agent may reasonably require; and (8) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the copy Borrower shall have occurred since the date of the bylaws most recent financial statement of the Company attached thereto;Borrower and its consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (c) a certificate executed by No litigation or similar proceeding shall exist or be threatened with respect to the President and the Chief Financial Officer making of the Company certifying the satisfaction Loans or consummation of the conditions set forth in Section 7;transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all All representations and warranties made by the Company Borrower or in any of the Transaction Documents other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true on and correct in all material respects as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance each Loan as if such representations made on and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, . (iiie) no Event of No Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurredoccurred and be continuing as of the date of any Loan or after giving effect to any Loan. (f) The Loans, the use of the proceeds thereof, the other transactions contemplated by this Agreement and the other Credit Documents, and the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (ivg) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the Credit Documents (in accordance with Section 9.3(a) in the case of the initial making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionLoans).

Conditions Precedent to the Loans. 6.1. Fidelity shall not be obligated The obligation of the Lenders set forth in the immediately foregoing clause (a) is subject to make the Fixed Asset Loan, satisfaction in the Real Estate Loan, sole discretion of the Standby Facility or any Revolver Advance hereunder (including Lenders of the first) until it following terms and conditions: i. each Lender and the Collateral Agent shall have received the following documents, duly executed in form and substance satisfactory to Fidelity such Lender and its counselthe Collateral Agent: (a1) continuing unconditional a fully executed and absolute guaranty by ▇▇▇▇ ▇▇▇▇ delivered copy of this Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, the Subsidiary Guarantee and all Obligationsother Security Documents; (b2) a certificate the Pledged Securities; 3) one or more legal opinions of outside counsel to the Group Members; 4) the Company’s wire instructions, on Company letterhead and executed by the President and the Secretary of the Company certifying (i) the names and signatures of the officers of the Company authorized to execute Transaction Documents, (ii) the resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the other Transaction Documents, and (iii) correctness and completeness of the copy of the bylaws of the Company attached thereto; (c) a certificate executed by the President and the Chief Executive Officer or Chief Financial Officer of the Company; 5) evidence of insurance and lender loss payee endorsements required under the Pledge and Security Agreement and certificates of insurance policies and endorsements naming the Collateral Agent as additional insured and lender loss payee; 6) a perfection certificate, duly executed by the Company and each Subsidiary as of the Closing Date; 7) an amendment to the Debentures that, among other things, permits prepayment and repayment of the Loans at any time; 8) a certificate of an officer of the Company certifying that the Company, individually, is solvent, and the Company and the Subsidiaries, on a consolidated basis, are solvent; 9) a certificate of an officer of each Group Member, dated the date of the Closing, (x) certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Transaction Documents, (B) its organizational documents as then in effect, (C) the names and true signatures of the officers or managers, as applicable, of such Group Member authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder, and (y) attaching a recent good standing certificate (or its equivalent) for such Group Member from the applicable governmental authority in its jurisdiction of organization; 10) a closing certificate certifying as to the satisfaction of the conditions below clauses (ii) through (iv); 11) evidence that the Group Members have obtained all consents and approvals so that the execution, delivery and performance by the Group Members of the Transaction Documents will not contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under any lease, charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected; 12) evidence that the Liens created by the Security Documents are perfected as first-priority Liens; and 13) such other documents and instruments with respect to the transactions contemplated hereby as any Lender or the Collateral Agent may request; and ii. the representations and warranties of the Company and each other Group member set forth in Section 7each Transaction Document being true and correct in all respects; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) a release executed by the Bank of ▇▇▇▇▇ ▇▇▇▇▇ releasing all liens and security interests of the Bank of ▇▇▇▇▇ ▇▇▇▇▇ in the Collateral; (f) a release executed by Finova releasing all liens and security interests of Finova in the Collateral; (g) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; (h) a satisfactory appraisal of the Real Property by an appraiser acceptable to Fidelity; (i) a satisfactory appraisal of the eligible Machinery and Equipment dated within one month of the date hereof by an appraiser acceptable to Fidelity; (j) a commitment for title insurance on the Real Property, acceptable to Fidelity; (k) the Mortgage; (l) a Subordination Agreement executed by ▇▇▇▇ ▇▇▇▇ (the "Subordination Agreement"). 6.2iii. Fidelity shall not be obligated to make the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or any Revolver Advance hereunder (including the first), unless (i) all representations and warranties made by the Company in the Transaction Documents are true on and as of the date of the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance as if such representations and warranties had been made as of the date thereof, (ii) the Company has performed and complied with all agreements and conditions required in the Transactions Documents to be performed or complied with by it on or prior to such date, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall exist or could result from the transactions contemplated by this Agreement; iv. there shall have occurred, (iv) been no Material Adverse Effect with respect to the making of the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance shall not be prohibited by any law Company or any regulation or any order of any court or governmental agency or authoritySubsidiary since December 31, (v) 2022; v. subject to Section 25(m), the Company shall have not repudiated paid on or made any anticipatory breach before the Closing Date the fees, charges and disbursements of any of its obligations under any Transaction Document, and (vi) Fidelity shall have approved the Fixed Asset Loan, the Real Estate Loan, the Standby Facility or such Revolver Advance in its sole discretionATW’s counsel(s).