Common use of First Borrowing Clause in Contracts

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each Borrower, certified by the Secretary of State of Delaware, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrower, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (e) The Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a favorable written opinion of Friday(i) McAfee and Taft, counsel for the Borrower and the Subsidiary G▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lendersntors, to the effect set forth in Exhibit D heretoL-1, and satisfactory (ii) Foley & Lardner, special Wisconsin counsel to Cravath, Swaine & the B▇▇▇▇▇er and the Subsidiary Guarantors, to the effect set forth in Exhibit L-2, (iii) Shook, Hardy & Bacon, P.C., special Kansas and Missouri counsel to the Borrower and the Subsidiary Guarantors, to the effect set forth in Exhibit L-3, (iv) Sutin, Thayer & Browne, special New Mexico counsel to the Borrower ▇▇▇ ▇▇e Subsidiary Guarantors, to the effect set forth in Exhibit L-4, (v) Winstead, Sechrest & Minick P.C., special Texas cou▇▇▇▇ ▇▇ th▇ ▇▇▇▇▇▇str▇▇▇▇▇ Agent, to the effect set forth in Exhibit L-5, and (vi) Sidley & Austin, counsel for to the Administrative Agent; , to the Borrowers effect set forth in Exhibits L-6-A and L-6-B, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Issuing Lender, the Lenders and the Collateral Agent and (C) covering such other matters incidental to the Loan Documents and the Transactions as the Administrative Agent shall request. The Borrower hereby instruct such instructs each of its counsel listed above to deliver such its opinion to the Administrative Agent. (cb) All legal matters incident to all of the Loan Documents this Agreement and the Transactions Borrowings hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine Sidley & ▇▇▇▇▇Austin, counsel for the Administrative Agent. (dc) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each Borrowerof the Borrower and each Subsidiary Guarantor, certified as of a recent date by the Secretary of State or other applicable office of Delawarethe state of its incorporation, and a certificate as to the good standing of each of the Borrower and charter documents filed by each Borrower Subsidiary Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrower and each Subsidiary Guarantor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or such Borrower Subsidiary Guarantor, as the case may be, as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or such BorrowerSubsidiary Guarantor, or appropriate committee thereofas the case may be, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Transaction Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or such Borrower Subsidiary Guarantor, as the case may be, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Transaction Document or any other document delivered in connection herewith on behalf of the Borrower or such BorrowerSubsidiary Guarantor, as the case may be; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine their counsel or Sidley & ▇▇▇▇▇Austin, counsel for the Administrative Agent, may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01. (fe) The Agent Lenders shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (i) The Existing Credit Agreement and all commitments thereunder to lend shall terminate concurrently with the making of the initial Loans hereunder, all amounts outstanding thereunder shall be paid in full from the proceeds of the initial Loans hereunder and all Liens on the property or assets of the Borrower or any Subsidiary securing any obligations thereunder or under any related agreement shall be released concurrently with the making of the initial Loans hereunder, and (ii) the Administrative Agent shall have received evidence satisfactory in form and substance to it demonstrating such termination, payment and release. (g) All amounts payable pursuant to The Guarantee Agreement shall have been duly executed by the Revolving Credit Agreements dated as of July 14, 1992, among Subsidiary Guarantors and the Parent, DIC, the Collateral Agent, and the lenders named therein shall be in full force and effect. The Indemnity, Subrogation and Contribution Agreement shall have been paid duly executed by the Borrower, the Subsidiary Guarantors and the commitments of Collateral Agent and shall be in full force and effect. (h) The Pledge Agreement shall have been duly executed by the lenders parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all capital stock and debt securities to be pledged thereunder shall have been terminatedduly and validly pledged to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares and securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (i) Each of the Security Agreement, the Trademark Security Agreement and the Collateral Assignment required to be executed by the Collateral Agent shall have been duly executed by the Borrower and all other parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in or lien on the Collateral (subject to any Lien expressly permitted by Section 7.02) described in each of such agreements shall have been delivered to the Collateral Agent. (j) The Collateral Agent shall have received the results of a recent search or searches of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and the Subsidiary Guarantors in the States (or other jurisdictions) in which are located the chief executive offices of such Persons, any offices of such Persons in which records have been kept relating to Receivables and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, 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 7.02 or have been released. (k) The Collateral Agent shall have received a Perfection Certificate with respect to each of the Borrower and each Subsidiary Guarantor dated the Closing Date and duly executed by a Responsible Officer of the Borrower. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties (including each Mortgage) shall have been duly executed by the parties thereto and delivered to the Collateral 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 7.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 1.01(c)(or a lender's title insurance policy, in form and substance acceptable to Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02) shall have been received by Agent) and, in connection therewith, the Administrative Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, the Issuing Lender and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 7.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Administrative Agent, the Issuing Lender or the Lenders. (m) The Borrower and the Subsidiaries shall have obtained insurance on their respective properties and assets in compliance with Section 6.02 and the applicable provi- sions of the Security Documents. (n) All policies of insurance maintained by the Borrower and the Subsidiaries pursuant to Section 6.02 shall have been endorsed or otherwise amended to include a standard or New York lender's loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Subsidiaries under such policies directly to the Collateral Agent if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent that an Event of Default has occurred. (o) The KPR Acquisition shall have been consummated or shall be consummated simultaneously with the closing of the Facilities in accordance with applicable law and the KPR Purchase Agreement (as in effect on the Closing Date) and on terms satisfactory to the Lenders, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified without the consent of each Lender. (p) After giving effect to the KPR Acquisition and the other Transactions, the Borrower and the Subsidiaries shall have no liabilities other than (i) the Loans under the Facilities, (ii) the Subordinated Notes and (iii) other liabilities satisfactory to the Lenders and Indebtedness permitted under Section 7.01. (q) The Lenders shall have received a pro forma consolidated balance sheet of the Borrower and the Subsidiaries as of the Closing Date, after giving effect to the KPR Acquisition and the other Transactions, and the Lenders shall be satisfied with such balance sheet. (r) The Lenders shall have received audited consolidated financial statements of the KPR Partnership for the fiscal years ended December 26, 1992, January 1, 1994 and December 31, 1994, which financial statements shall have been prepared in accordance with GAAP and shall be in form and substance satisfactory to the Lenders and be accompanied by a report thereon prepared by Deloitte & Touche, LLP. The Lenders shall have received audited consolidated financial statements of TNT for the fiscal years ended August 31, 1993, August 31, 1994 and August 31, 1995, which financial statements shall have been prepared in accordance with GAAP and shall be in form and substance satisfactory to the Lenders and be accompanied by a report thereon prepared by a firm of nationally recognized certified public accountants. (s) The Lenders shall have received unaudited consolidated financial statements of (i) the Borrower for the fiscal quarters ended July 1 and September 30, 1995, and (ii) the KPR Partnership for the interim period October 7, 1995, which financial statements shall have been prepared in accordance with GAAP applied on a basis consistent with the financial statements referred to in paragraph (r) above, subject to normal year-end audit adjustments and to the absence of footnotes required thereby. (t) The Lenders shall be satisfied with the results of an examination of the accounts receivable and inventory of the Borrower and the Subsidiary Guarantors. (u) The Borrower and the Subsidiaries shall have established cash management procedures, including concentration accounts, satisfactory to the Lenders. (v) The Lenders shall be satisfied with all arrangements to be in place following the Closing Date between the Borrower (and/or the KPR Partnership) and the Seller, including arrangements relating to trademark licensing, real estate leases, agreements not to compete and agreements to provide transitional services. Unless otherwise agreed to by the Lenders, all such arrangements shall be on an arm's-length basis. (w) The Lenders shall be satisfied with all legal, tax and accounting matters relating to the KPR Acquisition, the financing therefor and all other transactions contemplated hereby. (x) All requisite Governmental Authorities and third parties shall have approved or consented (excluding any lessor's consent relating to the Borrower's facility located at Cherokee, Iowa) to the KPR Acquisition and the other Transactions to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or would have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated hereby. (y) Except for the KPR Litigation, there shall be no litigation or administrative proceedings or other legal or regulatory developments, actual or threatened (including any proposed statute, rule or regulation), that, in the judgment of the Lenders, involve a reasonable possibility of a Material Adverse Effect or a material adverse effect on the KPR Acquisition. (z) Except for the KPR Litigation, there shall not have occurred, since January 1, 1995, any change that in the judgment of the Lenders could reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the KPR Acquisition. (aa) The Mortgaged Properties shall each be in substantial compliance with all applicable material laws, rules, regulations, statutes (including any zoning, building, Environmental and Safety Law, ordinance, code or approval or any building permits) and all restrictions of record and all material agreements affecting the Mortgaged Property and all decrees or orders of any Governmental Authority with jurisdiction with respect thereto. (bb) Each Lender shall have received the certified documents required to be delivered to it pursuant to Section 4.24(b). (cc) The Administrative Agent shall have received one of the following for each of the Mortgaged Properties: (A) a written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that each Mortgaged Property complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (B) an opinion from local counsel acceptable to the Administrative Agent to the same effect as covered by clause (A) above, or (C) a zoning endorsement satisfactory to the Administrative Agent in connection with the Collateral Agent's mortgagee title insurance policy of such Mortgaged Property. (dd) Neither the Borrower nor any Subsidiary shall be in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect. (ee) The Borrower shall have consummated a corporate restructuring pursuant to which, among other things, the Borrower shall have become a holding company, and such restructuring shall be satisfactory in all material respects to the Lenders.

First Borrowing. On The obligations of the Lenders to make Loans --------------- hereunder, and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the date of the first Borrowing hereunder (such date being referred to herein as the "Closing Date:"): ------------- (a) Each Lender The Agent shall have received counterparts hereof signed by each of the parties (or, in the case of any Lender as to which an executed counterpart shall not have been received, telegraphic, telex, telecopy or other written confirmation from such party in form satisfactory to the Agent of the execution of a counterpart hereof by such Lender). (b) The Agent shall have received (i) for the account of each Lender, a duly executed Note or Notes, dated the Closing Date, complying with the provisions of Section 2.04 and (ii) for the account of the Swingline Lender, a duly executed Swingline Note, dated the Closing Date, complying with the provisions of Section 2.04. (bc) The Agent on behalf of the Secured Parties shall have received a favorable written opinion security interest in the Collateral of Fridaythe type and priority described in each Collateral Document, perfected to the extent contemplated by Section 3.18 and the Agent shall have received: (i) counterparts of the Security Agreement, duly executed by the Borrower, and a duly completed and executed Perfection Certificate from the Borrower; (ii) certificates representing 65% of all outstanding Capital Stock of each Foreign Subsidiary (other than uncertificated Capital Stock of Firearms Training Systems Netherlands B.V.), accompanied by stock powers endorsed in blank, and the Intercompany Notes, duly executed by each Foreign Subsidiary, accompanied by assignments executed in blank; (iii) an acknowledgement copy, or other evidence satisfactory to the Agent, of the proper filing, registration or recordation of each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agent to be filed, registered or recorded in each jurisdiction and to each Governmental Authority in which or to which the filing, registration or recordation is so required or requested in order to create in favor of the Agent for the benefit of the Secured Parties a valid, legal and perfected security interest in or lien on the Collateral that is the subject of the Security Agreement or any Pledge Agreement; (iv) certified copies of Requests for Information or Copies (form UCC-11), or equivalent reports from ▇▇▇▇▇▇▇▇ & ▇-▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and ▇ Financial Services or other independent search service satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent., listing (cA) All legal matters incident to all any judgment naming the Borrower or any other Loan Party, as judgment debtor, (B) any tax lien that names the Borrower or any other Loan Party as a delinquent taxpayer in any of the jurisdictions referred to in clause (iii) above and (C) any Uniform Commercial Code financing statement that names the Borrower or any other Loan Documents Party as debtor filed in any of the jurisdictions referred to in clause (iii) above; (v) appropriate duly executed termination statements (Form UCC-3) signed by all persons disclosed as secured parties in the jurisdictions referred to in clause (iii) above (other than holders of Liens permitted under Section 6.02) in form for filing under the Uniform Commercial Code of such jurisdictions; (vi) an escrow agreement or payoff letter in form and the Transactions hereunder shall be substance satisfactory to the Lenders Agent executed by the existing lenders and their counsel holders of Liens (other than Liens permitted under Section 6.02) in respect of the Borrower and the Subsidiaries pursuant to Cravathwhich such lenders and Lien holders will, Swaine & ▇▇▇▇▇among other things, counsel deliver the termination statements referred to in clause (v) above into escrow pending the Closing; (vii) counterparts of the Buyer Pledge Agreement, duly executed by the Buyers; (viii) counterparts of the Seller Pledge Agreement, duly executed by the Seller; (ix) counterparts of (A) a valid and binding pledge agreement effective under the laws of the Netherlands Antilles to create the equivalent of a perfected security interest for the benefit of the Agent and the Secured Parties in the Capital Stock of Firearms Training Systems Netherlands B.V. and (B) a valid and binding pledge agreement effective under the laws of Singapore to create the equivalent of a perfected security interest for the benefit of the Agent and the Secured Parties in the Capital Stock of F.A.T.S. Singapore PTE LTD.; (x) certificates representing all the Common Stock outstanding after giving effect to the Recapitalization, accompanied by stock powers endorsed in blank; (xi) counterparts of each Agency Account Agreement or other Collateral Document requested by the Agent, duly executed by the parties thereto; and (xii) counterparts of an Acknowledgement of Subordination, substantially in the form of Exhibit R, duly executed by each of the Subsidiaries. (d) The Agent shall have received an opinion of each of (i) the appropriate counsel to the Loan Parties necessary to give those opinions set forth in Exhibit L-1 hereto, Georgia counsel to the Borrower in the form of Exhibit L-2 hereto and Singapore and Netherlands counsel to the Borrower in form and substance satisfactory to the Lenders and (ii) copies of each opinion required to be delivered by counsel to the Borrower, the Buyer and the Seller pursuant to the Recapitalization Agreement, accompanied in each case by a letter, unless such opinion is addressed to the Agent and the Lenders or expressly includes a reliance provision, from the counsel rendering such opinion, stating that the Agent and the Lenders are entitled to rely on such opinion as if it were addressed to the Agent and the Lenders; each such opinion or reliance letter, as the case may be, referred to in clauses (i) and (ii) shall be dated the Closing Date and addressed to the Agent and the Lenders. (e) The Agent shall have received counterparts of the Junior Subordination Agreement duly executed by the Sponsor, the Buyers and the Borrower as of the Closing Date. (f) The Agent shall have received: (i) a certificate, dated the Closing Date and signed by a Financial Officer of each of the Borrower and the Subsidiaries confirming compliance with the conditions precedent set forth in paragraphs (h), (i), (j), (l), (o), (p), (q) and (s) of this Section 4.01 and in paragraphs (b), (c) and (d) of Section 4.02; (ii) a copy of the long form certificate of incorporation, as amendedincorporation or other constitutive documents, including all amendments thereto, of each Borrowerof the Loan Parties, certified as of a recent date by the Secretary of State (or comparable authority) of Delawarethe jurisdiction of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower such party as of a recent date, from such Secretary of State; State (iior other authority); (iii) a certificate of the Secretary or Assistant Secretary of each Borrower of the Loan Parties dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or comparable governing instruments of such Borrower party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or comparable governing body of such party (or, in the case of any partnership, of the general partner of such party) authorizing the execution, delivery and performance of the Loan Documents to which such party is or will be a party, and, in the case of the Borrower, or appropriate committee thereof, authorizing the Transactions on behalf consummation of such Borrowerthe Recapitalization and extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or other constitutive documents of such Borrower has party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; party and (iiiE) a certificate of another officer of each Borrower as with respect to the incumbency Borrower, that attached thereto is a true and specimen signature complete executed copy of the Secretary or such Assistant Secretary of such Borrower executing Recapitalization Agreement, the certificate pursuant to (ii) aboveNote Documents and all other documents and instruments executed and delivered therewith; and and (iv) such other documents as documents, opinions, certificates and agreements in connection with the Lenders or CravathFacilities, Swaine & ▇▇▇▇▇, counsel for in form and substance satisfactory to the Agent, may as it shall reasonably request. (eg) The Agent Borrower shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received paid all Fees and other amounts due and payable to the Agent or any Lender on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Fee Letter or any Loan Document (to the extent invoices or statements therefor have been received). (gh) All amounts payable pursuant conditions set forth in the Recapitalization Agreement to the Revolving Credit Agreements obligations of the Buyers shall have been satisfied; the Recapitalization Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, without the prior written consent of the Agent. (i) All components of the Recapitalization shall have been consummated in accordance with the terms of the Recapitalization Agreement and in compliance with applicable law and regulatory approvals simultaneously with the first Borrowing hereunder, including the receipt of 95 $36,000,000 of gross proceeds from the Equity Purchase and $40,000,000 of gross proceeds from the Permitted Senior Subordinated Notes. (i) The terms and conditions applicable to the Permitted Junior Preferred Stock shall comply with Section 6.01(f) and shall otherwise be reasonably satisfactory to the Agent and the Lenders and (ii) the terms and conditions applicable to the Permitted Senior Subordinated Notes, the Permitted Senior Preferred Stock and the Warrants shall not have been changed in any material respect from those set forth in the letter agreement and summary of principal terms and conditions from NationsBridge, L.L.C. dated June 5, 1996. (k) The Agent shall have received and approved the monthly working capital detail of the Borrower for the first projected fiscal year after Closing and pro forma financial statements of the Borrower and the Subsidiaries as of, and for the 12 months ended on, March 31, 1996, giving effect to the Recapitalization and the transactions contemplated hereby, prepared by the Borrower. (l) No Material Adverse Change shall have occurred since March 31, 1996. (m) The Agent shall have received certification in form and substance satisfactory to the Agent as to the financial condition, available surplus and solvency of July 14, 1992the Borrower and the Subsidiaries (after giving effect to the Recapitalization) from an independent firm acceptable to the Agent; provided -------- that the firm of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ shall be acceptable to the Agent. (n) The Agent shall have received (i) satisfactory opinions of counsel to the Loan Parties (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Parentdocuments for the Facilities) and such corporate resolutions, DICcertificates and other documents as the Agent shall reasonably require and (ii) satisfactory evidence that the Agent (on behalf of the Lenders) holds a perfected, first priority Lien in all Collateral for the Facilities, subject to no other Liens, except for Liens permitted under Section 6.02. (o) The Agent shall have received satisfactory evidence that the Borrower has obtained all governmental, shareholder and third party consents and approvals and expiration of all applicable waiting or appeal periods necessary or, in the opinion of the Agent, appropriate in connection with the Facilities and the lenders named therein pledge of the Collateral for the Facilities without any action being taken that could restrain, prevent or impose any material adverse condition on the Borrower and the Subsidiaries or the Recapitalization or that could seek or threaten any of the foregoing, and no law or regulation or condition shall be applicable which in the judgment of the Agent could have such effect; provided -------- that no failure of the foregoing condition shall be deemed to have occurred as a result of a failure to obtain a novation with the Seller of the Borrower's contracts with departments or agencies of the United States Government to supply the United States Government with simulators which is required because of the Equity Purchase and the Redemption. (p) There shall not exist any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or other Governmental Authority that purports to adversely affect the Facilities or that could have a material adverse effect on the ability of the Borrower and the Subsidiaries to perform their obligations under the documents to be executed in connection with the Facilities, except as disclosed to and approved by the Agent prior to the date hereof. (q) There shall be no less than $5,000,000 of Unused Revolving Credit Commitments and cash of the Borrower and the Subsidiaries on hand at Closing after giving effect to the Recapitalization. (r) There shall not have occurred and be continuing (i) a material adverse change in the market for syndicated bank credit facilities or (ii) a material disruption of, or a material adverse change in, financial, banking or capital market conditions. (s) Each Notice of Assignment required under the Assignment of Claims Act of 1940, as amended, with respect to all U.S. Federal Government Contracts shall have been paid filed with the applicable Governmental Authority in order to assign to the Agent all moneys due or to become due under each such Government Contract (other than (i) those Government Contracts identified as completed on Schedule 13 to the Security Agreement and (ii) Government Contract GS-02F-0414D with the commitments of the lenders thereunder shall have been terminatedGeneral Services Administration) with a total current or potential value exceeding $500,000.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, Bake▇ & ▇▇▇ost▇▇▇▇▇ & ▇▇▇▇▇, counsel for the BorrowersBorrower, dated the Closing Date and addressed to the LendersBanks, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct instructs such counsel to deliver such opinion to the Agent. (cb) All legal matters incident to all of the Loan Documents this Agreement and the Transactions borrowings hereunder shall be satisfactory to the Lenders Banks and their counsel and to Cravath, Swaine & Moor▇, ▇▇▇▇▇, counsel unsel for the Agent. (dc) The Agent shall have received (i) a copy of the certificate articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws code of such regulations of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and the borrowings hereunder, and that such 46 42 resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document document or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders Banks or their counsel or Cravath, Swaine & ▇▇▇▇Moor▇, counsel for the Agent, may reasonably request. (ed) The Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by a Financial Officer of the Parentthereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancellation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the BorrowersBorrower, (A) dated the Closing Date and Date, (B) addressed to the Lenders, Administrative Agent and the Lenders and (C) covering such other matters relating to the effect set forth in Exhibit D heretoLoan Documents and the Transactions as the Administrative Agent shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Administrative Agent may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01. (fe) The Administrative Agent shall have received 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 reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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 July 14the financing statements (or similar documents) disclosed by such search, 1992and 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 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent shall have received a copy of, among the Parent, DICor 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 (i) shall be reasonably acceptable to the Administrative Agent and (ii) except as otherwise agreed by the Administrative Agent in its sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (l) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a management rights letter in favor of the Lenders. (m) All requisite Governmental Authorities (including any Applicable Insurance Regulatory Authority) and third parties shall have approved or consented to the Transactions and the lenders named therein other transactions contemplated hereby to the extent required, all applicable appeal periods shall have been paid expired and there shall not be any pending or threatened litigation, 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 Administrative Agent and the commitments of the lenders thereunder Lenders shall have been terminatedreceived, to the extent requested, at least five Business Days prior to the Closing Date, all documentation, including the applicable IRS Form W-9, an appropriate IRS Form W-8 or such other documentation, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ns of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent (it being agreed that the condition described in paragraph (i)(xi) of this Section 5.02 has been satisfied prior to the Closing Date): (a) The Lenders shall have received the favorable written opinion of counsel for the BorrowersBorrower and each of the Guarantors and Grantors, dated the Closing Date and Date, addressed to the Lenders, to the effect set forth in Exhibit D hereto, Lenders and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (db) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each of the Borrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official, and a certificate of good standing from the appropriate official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower of the Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note and its Reducing Revolving Credit Note, in each case, duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service, listing all Fees effective financing statements which name as debtor the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other amounts due operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and payable on or prior substance satisfactory to the Closing Dateit. (g) All amounts payable Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to the Borrower and each Grantor in the jurisdictions in which the Borrower is doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Agent and the Revolving Credit Agreements Collateral Monitor shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated as within thirty (30) days of July 14, 1992, among the Parent, DIC, Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrower; (ii) a certificate prepared by the Borrower setting forth the Borrowing Base on the Closing Date and evidencing that the Borrower has not less than $7,000,000 in Availability on such date; (iii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that the holders of the existing senior unsecured Indebtedness of the Borrower have consented to the Transactions; (iv) a copy of a field examination of the Borrower's books and records; (v) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) of the compliance by the Borrower with Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof; (vii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that the Transactions are in compliance with all applicable laws and regulations; (viii) the results of any environmental due diligence shall be satisfactory to the Agent in all respects; (ix) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) of payment of all fees owed to the Agent, the Collateral Monitor and the lenders named therein Lenders by the Borrower under this Agreement, the Commitment Letter or otherwise; (x) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that all requisite third party consents (including, without limitation, consents with respect to the Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (xi) the results of appraisals of the Borrower's and its subsidiaries' trademarks shall be in form, scope and substance satisfactory to the Agent and Collateral Monitor; (xii) intentionally omitted; (xiii) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that there has been no change reasonably expected to result in a Material Adverse Effect, except for the transactions contemplated in the Acquisition Documents, since January 2, 1999; (xiv) assignments of the Existing Credit Agreement and related collateral and agencies executed by the Existing Lenders and Facility Agent; and (xv) evidence (which may consist of the certificate to be provided in accordance with Section 5.02(c) hereof) that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Borrower or any of its subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Collateral Monitor shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrower, its subsidiaries, the Grantors and the Guarantors and to make copies thereof, to conduct customer and supplier checkings and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and accounts payable and formulation of an opening Borrowing Base, and the results of such examination and audit shall have been paid satisfactory to the Agent and the commitments Collateral Monitor in all respects. (k) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of litigation and contingent liabilities and an analysis of the lenders thereunder shall have been terminatedexpected disposition thereof; (ii) copies of all lease agreements entered into by the Borrower and its subsidiaries; and in connection with any real property leases appropriate landlord and/or mortgagee waivers or rent escrow arrangements with the Agent (covering at least six months' rent); and (iii) copies of all loan agreements, notes and other documen tation evidencing Indebtedness for borrowed money of the Borrower, its subsidiaries, Grantors or Guarantors.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each Borrowerof the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the Parenteach Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all Fees effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other amounts due operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and payable on or prior substance satisfactory to the Closing Dateit. (g) All amounts payable Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Revolving Credit Agreements dated as Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of July 14, 1992, among a field examination of DCA's books and records; (ii) evidence of the Parent, DICcompliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the AgentLetter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the lenders named therein termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been paid satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the commitments opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the lenders thereunder shall have been terminatedBorrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. On the Closing Datedate hereof: (a) Each Lender Bank shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a the favorable written opinion of Friday, Fran▇ ▇. ▇▇▇▇▇▇▇▇ & , ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed unsel to the LendersBorrower, to the effect set forth in Exhibit D heretohereto which shall be dated the date hereof, addressed to the Banks and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the AgentBanks. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate of incorporation or articles of incorporation, as the case may be, as amended, including all amendments thereto, of each Borrower, the Borrower certified by the Secretary of State of Delawarethe state of its incorporation as of a recent date, and a certificate as to the good standing of and charter documents filed by each the Borrower from such Secretary of State, dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each Borrower the Borrower, dated the Closing Date date hereof and certifying (A) that attached thereto is a true and complete copy of the byBy-laws of such the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of such corporation described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerall Loan Documents, the Borrowings by the Borrower hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or articles of such incorporation of the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification thereof furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrowertherewith; (iii) a certificate of another officer of each the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveBorrower; and (iv) such other documents as the Lenders Banks or their counsel or Cravath, Swaine & ▇▇▇▇Moor▇, counsel for or the Agent, may reasonably request. (ed) The Agent Revolving Credit Commitment (as defined in the Existing Credit Agreement) of each bank under the Existing Credit Agreement shall have received a certificatebeen terminated on the date hereof, dated all Revolving Credit Loans (as defined in the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (bExisting Credit Agreement) and (c) of Section 4.01. (f) The Agent shall have received all Fees outstanding and other amounts due and payable on or prior owed to the Closing Date. banks thereunder (gincluding Term Loans (as defined in the Existing Credit Agreement) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein outstanding) shall have been paid in full on the date hereof. (e) All legal matters incident to the Loan Documents, the Loans to be made on such date and the commitments Transactions shall be satisfactory from a legal point of view to Cravath, Swaine & Moor▇, counsel for the lenders thereunder shall have been terminatedAgent.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrower and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each of the Borrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such the Secretary of StateState or other appropriate official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower, each Borrower Grantor and each Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy 56 62 of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower has or constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Tranche A Revolving Credit Note and Tranche B Revolving Credit Note duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received the Security Documents and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors. (f) The Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Lenders of a UCC Reporter Service, listing all Fees effective financing statements which name as debtor the Borrower, any Guarantor or any Grantor and which are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other amounts due operating offices of such person, together with copies of such financing statements or of the security agreements to which such filings relate. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and payable on or prior substance satisfactory to the Closing Dateit. (g) All amounts payable pursuant Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority 57 63 perfected Lien in the Collateral (subject to the Revolving Credit Agreements dated as of July 14Liens permitted by Section 7.01 hereof) shall have been prepared for filing, 1992registration or recordation in each jurisdiction in which the filing, among the Parent, DIC, the Agentregistration or recordation thereof is so required or requested, and the lenders named therein Agent shall have received a duly executed copy of each such filing, registration or recordation, ready for immediate filing, registration or recordation. (h) The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to the Borrower, each Guarantor and each Grantor in the jurisdictions in which the Borrower, each Guarantor and each Grantor is doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been paid made against the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the commitments Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the lenders thereunder shall Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrower; (ii) evidence that the Borrower has raised not less than $100,000,000 in cash net proceeds from an IPO; (iii) evidence of the compliance by the Borrower with Section 6.03 hereof; (iv) the financial statements described in Section 4.07 hereof; (v) evidence that the Transactions are in compliance with all material applicable laws and regulations; (vi) evidence of payment of all fees owed to the Agent and the Lenders by the Borrower under this Agreement, the Commitment Letter, the Fee Letter or otherwise; (vii) evidence that all requisite third party consents (including, without limitation, consents with respect to the Borrower and each of the Grantors and Guarantors) to the Transactions have been terminated.received; (viii) copies of all major customer, supplier contracts and employment and non-compete agreements with respect to the Borrower and its subsidiaries;

First Borrowing. On As a condition to the Closing Dateinitial Borrowing hereunder: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Friday(i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower and each of the other Loan Parties as to the due authorization, execution and delivery, valid and binding effect, and enforceability of the Loan Documents (to the extent then delivered to the Administrative Agent or the Collateral Agent), and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date satisfactory in form and addressed substance to the LendersAdministrative Agent, substantially to the effect set forth that in Exhibit D heretothe event a proceeding under Title 11 of the United States Code shall be commenced by or against a member of the Borrower, the general partner of such member, or any entity owning an equity interest in such general partner, a court would not substantively consolidate the assets and liabilities of the Borrower with the bankruptcy estate of such member, general partner or entity owning an equity interest in such general partner, and satisfactory to Cravath(iii) Skadden, Swaine & Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion satisfactory in form and substance to the Administrative Agent. , to the effect that no Loan Party is an "investment company", as such term is defined in Section 3(a) of, or subject to regulation under, the Investment Company Act of 1940, as amended, in each case (cA) All legal dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, and the Lenders, and (C) covering such other matters incident relating to all of the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions; (b) The Administrative Agent shall have received the Note and a fully-executed copy of this Agreement, and all legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine Rosenman & ▇▇▇▇▇Colin LLP, counsel for the Administrative Agent.; (dc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments theretothereto (or other organizational documents), of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary or other Responsible Officer of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws Laws, Operating Agreement, or Partnership Agreement of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other governing body) 40 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, or appropriate committee thereof, authorizing the Transactions on behalf of such BorrowerBorrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower or other Responsible Officer executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Responsible Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs Sections 4.01(b), (bc) and (c) of Section 4.01.d); (fe) The Administrative Agent shall have received 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 hereunder or under any other Loan Document; (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all of the interests of the Borrower have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties, and Uniform Commercial Code Financing Statements in respect thereof shall have been duly filed; (g) All amounts payable The Administrative Agent shall have received complete copies of all Support Agreements, certified by Responsible Officers of each party thereto to be true, correct and complete; (h) The parties to the Support Agreements (other than the Borrower) shall have entered into an agreement substantially in the form of Exhibit I, pursuant to which they (i) certify that the Revolving Credit Support Agreements dated as are unmodified and in full force and effect, and that no defaults exist thereunder, (ii) agree that such Support Agreements will not be modified or terminated without the prior written consent of July 14, 1992, among the Parent, DIC, the Administrative Agent, and (iii) agree that they will perform under such agreements; (i) The Administrative Agent shall have received a written agreement from GFS, to the lenders named therein effect that it will not permit the ▇▇▇▇▇▇▇ Partnership Agreement to be modified, amended, supplemented or terminated without the prior written consent of the Administrative Agent; (j) The Administrative Agent shall have received a letter from the Borrower, ▇▇▇▇▇▇▇ and HFS in the form annexed hereto as Exhibit T. (k) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower in the states (or other jurisdictions) in which the chief executive office of the Borrower is located, 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) have been released; (l) The Guarantee Agreement shall have been paid and duly executed by the commitments of the lenders thereunder parties thereto, shall have been terminateddelivered to the Collateral Agent, and shall be in full force and effect; (m) The Indemnity, Subrogation and Subordination Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent, and shall be in full force and effect; (n) The Formation shall have occurred, and the Administrative Agent shall have received such evidence thereof as it shall reasonably require; (o) The Borrower shall have outstanding no Indebtedness other than the Loan; (p) The Servicing Agreement shall have been duly executed and delivered by the parties thereto, and shall be in full force and effect; (q) The Borrower shall have executed and delivered to the Collateral Agent an assignment by the Borrower of its rights under the Servicing Agreement (the "Collateral Assignment of Servicing Agreement"), such assignment to be substantially in the form of Exhibit X; (r) The Servicer and the Borrower shall have executed and delivered to the Collateral Agent a Servicer Consent (the "Servicer Consent"), substantially in the form of Exhibit Y; (s) The Collateral Agent and the Borrower shall have executed and delivered a Collateral Account Agreement (the "Collateral Account Agreement") substantially in the form of Exhibit Z, creating a first priority security interest in the Accounts; and (t) The Accounts shall have been created, and a Collateral Account Agreement with respect thereto in the form of Exhibit Z shall have been entered into.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04.A Note; (b) The Administrative Agent shall have received a favorable written opinion of Fridayeither the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇and is in good standing, counsel for in a jurisdiction within the BorrowersUnited States of America) of the Parent Guarantor, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D E hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Parent Guarantor hereby instruct instructs such counsel to deliver such opinion to the Administrative Agent.; (c) The Administrative Agent shall have received a favorable written opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Administrative Agent, to ▇▇▇ ▇ffe▇▇ ▇▇▇ forth in Exhibit F hereto; (d) All legal matters incident to all of the Loan Documents this Agreement and the Transactions borrowings hereunder shall be satisfactory to the Lenders Administrative Agent and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent.Lenders; (de) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerObligor, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Obligor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Obligor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Obligor as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, Obligor Credit Agreement authorizing the Transactions on behalf execution, delivery and performance of such the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded rescinded, or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Borrower has Obligor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerObligor; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent or the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request.; (ef) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentParent Guarantor, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.3.01; and (fg) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and the Agent and satisfactory to the Agent and Lenders. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of each amendment, if any, since the First Amended and Restated Closing Date to the agreement of limited partnership, certificate or articles of incorporation, as amended, including all amendments theretoincorporation or constitutive documents, of each Borrowerof the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the general partner of each Borrower which is a partnership, and by each corporate Borrower's Board of Directors of such Borrower, or appropriate committee thereofDirectors, authorizing the Transactions execution, delivery and performance of this Agreement, the Notes, the other Loan Documents to be executed and delivered on behalf of such Borrowerthe Closing Date and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's agreement of limited partnership, certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan Document this Agreement, the Notes, or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iiiii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the its Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iviii) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the Parenteach Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.03. (fd) Each Lender shall have received its Revolving Credit Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) Each document (including, without limitation, each Uniform Commercial Code financing statement, each real property mortgage or deed of trust and each amendment thereto, and each leasehold mortgage) required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Lenders a first priority perfected security interest in the Collateral shall have been, or shall be in a form such that it can promptly be, properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received all Fees and an acknowledgment copy, or other amounts due and payable on evidence satisfactory to it, of each such filing, registration or prior to recordation which has been completed before the Closing Date. (f) If requested, the Agent shall have received the results of a search of tax and other liens, judgments and of Uniform Commercial Code filings made with respect to each Borrower and each Grantor in each jurisdiction requested by the Agent and/or in which any Borrower, Grantor or Guarantor is doing business or in which any Collateral is located. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, The Lenders and the lenders named therein Agent shall have been paid received and determined to be in form and substance satisfactory to them: (i) the commitments schedule and aging of accounts receivable and inventory designations of Chock and its subsidiaries as at November 30, 1995; (ii) evidence of the lenders thereunder shall have been terminated.compliance by the Borrowers with Section 6.03 hereof including, without limitation, title insurance with respect to all real property of the Borrowers;

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with The Administrative Agent and the provisions of Section 2.04. (b) The Agent Lenders shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇LLP, counsel for to the Borrowers, Borrower (A) dated the Closing Date and Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such matters relating to the effect set forth in Exhibit D heretoLoan Parties, the Loan Documents and the Transactions as the Administrative Agent or the Required Lenders shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinion. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Administrative Agent may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01. (fe) The Administrative Agent and the Lenders shall have received all Fees (including the Upfront FeeFees) 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 hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, as indicated on such Perfection Certificate, together with copies of July 14the financing statements (or similar documents) disclosed by such search, 1992and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be expressly permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent and the Lenders shall have received a copy of, among the Parent, DICor a certificate as to coverage under, the Agent, insurance policies required by Section 5.02 and the lenders named therein applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facility shall have been paid (or shall be paid on the Closing Date from the proceeds of the Term Loans) in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the commitments Administrative Agent and the Lenders shall have received evidence thereof pursuant to a payoff letter or similar undertaking by the holder of the lenders thereunder Existing Credit Facility, in each case, reasonably satisfactory to the Required Lenders. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness (other than Permitted Indebtedness) or preferred stock (other than preferred stock that is Qualified Capital Stock). (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (l) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Qualified Cash shall be equal to at least $7,500,000. (m) The Borrower shall have delivered to the Administrative Agent a VCOC Information Letter. (n) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Administrative Agent and the Lenders shall have received, to the extent requested, at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Note Subordination Agreement shall have been terminatedduly executed by the Note Holders and the other parties thereto and shall be in full force and effect on the Closing Date. (q) The Administrative Agent and the Lenders shall have received copies of the Note Purchase Agreement, the Notes and the other Note Documents, certified by a Responsible Officer as being complete and correct.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed B Note complying with the provisions of Section 2.04.and A Note; (b) The Administrative Agent shall have received a favorable written opinion of Fridayeither the general counsel or the corporate secretary (provided that such corporate secretary is an attorney admitted to practice law, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇and is in good standing, counsel for in a jurisdiction within the BorrowersUnited States of America) of the Parent Guarantor, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D E hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Parent Guarantor hereby instruct instructs such counsel to deliver such opinion to the Administrative Agent.; (c) All legal matters incident to all The Administrative Agent shall have received a favorable written opinion of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to CravathMilbank, Swaine Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for to the Administrative Agent., to the effect set forth in Exhibit F hereto; (d) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Administrative Agent and the Lenders; (e) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerObligor, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Obligor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Obligor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Obligor as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, Obligor authorizing the Transactions on behalf execution, delivery and performance of such the Loan Documents to which it is a party and (in the case of the Borrower) the borrowings hereunder, and that such resolutions have not been modified, rescinded rescinded, or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Borrower has Obligor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency Credit Agreement ---------------- and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerObligor; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent or the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request.; (ef) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentParent Guarantor, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.3.01; and (fg) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) This Agreement shall have been duly executed by all of the parties hereto (other than the Banks); (b) Each Lender Bank shall have received a duly executed Tranche 1 Note complying with the provisions of Section 2.04. (bc) The Agent shall have received a favorable the written opinion of FridaySalon, Marrow & ▇▇▇▇▇▇▇, LLP, special counsel to the Borrower and the Guarantors, dated the Closing Date, addressed to the Banks and satisfactory to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the BorrowersAgent, dated in the Closing Date and addressed to the Lenders, to the effect set forth in form attached hereto as Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent.G. (cd) All legal matters incident to all of the Loan Documents and Loans being made on the Transactions hereunder Closing Date shall be satisfactory to the Lenders and their counsel and to CravathPryor, Swaine Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent. (de) The Agent shall have received evidence, satisfactory to the Agent, of the maintenance by the Borrower and the Guarantors of the insurance required by Section 5.01(b). (f) The Agent shall have received evidence, satisfactory to the Agent and to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent, that the Borrower and its Subsidiaries shall have complied in all material respects with all applicable laws, regulations, ordinances, rules and orders of any Governmental Authority, including without limitation all environmental laws, regulations, ordinances, rules and orders. (g) The Borrower shall have executed such documentation concerning environmental issues as the Agent may request, including indemnification agreements and other documents as shall be satisfactory to the Agent and to Pryor, Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Agent. (h) The Agent shall have received: (i) a copy of the certificate Borrower's Certificate of incorporation, as amended, including all amendments thereto, of each BorrowerIncorporation, certified by the Secretary of State of the State of Delaware, and ; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and charter documents filed by each of the Borrower from on file in the office of such Secretary of State; ; (iiiii) a certificate of the Secretary or an Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws of such the Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in clause (B) belowcertification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrower, the Loan Documents and the borrowings hereunder and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate Certificate of incorporation Incorporation of such the Borrower has not been amended since the date of the last amendment thereto shown indicated on the certificate of good standing the Secretary of State furnished pursuant to clause (iii) above, above and (D) as to the incumbency and specimen signature of each officer of such the Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iii) or therewith and a certificate of certification by another officer of each the Borrower as to the incumbency and specimen signature of the Secretary or an Assistant Secretary of the Borrower; (iv) with respect to each Guarantor, a copy of such Guarantor's Certificate of Incorporation, certified by the Secretary of State of Virginia, Delaware or New York, as the case may be; (v) with respect to each Guarantor, a certificate of such Secretary of State, dated as of a recent date, as to the good standing and charter documents of such Guarantor on file in the office of such Secretary of State; (vi) with respect to each Guarantor, a certificate of the Secretary or an Assistant Secretary of such Borrower executing Guarantor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-Laws of such Guarantor as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such Guarantor and by the Executive Committee of such Board authorizing the execution, delivery and performance of this Agreement, (C) that the Certificate of Incorporation of such Guarantor has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (iiv) above; above and (ivD) the incumbency and specimen signature of each officer of such Guarantor executing this Agreement or any other document delivered in connection herewith or therewith and a certification by any other officer of such Guarantor as to the incumbency and signature of the Secretary or an Assistant Secretary of such Guarantor; and (vii) such other documents as the Lenders Banks or CravathPryor, Swaine Cashman, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for to the Agent, may reasonably request.; (ei) The Agent Each of the Company's revolving credit agreement with Crestar Bank and the Company's line of credit agreement with Chemical Bank shall have received a certificate, dated been terminated on or prior to the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.Date; and (fj) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, Bake▇ & ▇▇▇ost▇▇▇▇▇ & ▇▇▇▇▇, counsel for the BorrowersBorrower, dated the Closing Date and addressed to the LendersBanks, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct instructs such counsel to deliver such opinion to the Agent. (cb) All legal matters incident to all of the Loan Documents this Agreement and the Transactions borrowings hereunder shall be satisfactory to the Lenders Banks and their counsel and to Cravath, Swaine & Moor▇, ▇▇▇▇▇, counsel unsel for the Agent. (dc) The Agent shall have received (i) a copy of the certificate articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws code of such regulations of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and the borrowings hereunder, and that such 47 43 resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document document or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders Banks or their counsel or Cravath, Swaine & Moor▇, ▇▇▇▇▇, counsel unsel for the Agent, may reasonably request. (ed) The Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by a Financial Officer of the Parentthereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancelation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each Borrowerof the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower person's Bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan Document this Agreement or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the Parenteach Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) The Lenders and the Agent shall have received and/or determined to be in form and substance satisfactory to them: (i) the compliance by the Borrowers with Section 6.03 hereof; (ii) the financial statements described in Section 4.07 hereof; (iii) the Transactions are in compliance with all applicable laws and regulations (including, without limitation, all applicable environmental regulations); (iv) payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement or otherwise; (v) an Information Certificate in the form furnished by the Agent to the Borrowers duly completed and executed by each of the Borrowers and the Guarantors; (vi) no material adverse change shall have occurred in the business, assets, operations or financial condition of the Parent and its Subsidiaries since the date of CIT's last field examination prior to the Closing Date; and (vii) there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Parent or any of its Subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (e) The Agent shall have received current appraisals of Borrowers' inventory and trademarks conducted by an independent appraiser acceptable to the Agent, and in form, scope and methodology satisfactory to the Agent. (f) The Agent shall have received all Fees and other amounts due and payable on from the Borrowers the most recent environmental audits or prior reports available with respect to the Closing DateBorrowers' owned real property. (g) All amounts payable The Agent shall have received each of the Mortgages, in form and substance satisfactory to Agent, together with all documents reasonably requested to be delivered to Agent in connection therewith. (h) The Agent shall have received, in form and substance satisfactory to the Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Loan Documents, including, without limitation, (i) acknowledgments by lessors, mortgagees and warehousemen of the Agent's security interests in the Collateral, waivers by such persons of any security interest, liens or other claims by such persons to the Collateral, and agreements permitting the Agent access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral, and (ii) acknowledgments by processors and consignees at any time in possession of Collateral of the Agent's security interests and liens therein, waivers by such persons of any security interests, liens or other claims by such persons in and to the Collateral, and agreements by such persons to follow the Agent's directions with respect to the release and delivery of any Collateral at any time in their possession. (i) The Agent shall have received, in form and substance satisfactory to Agent and its counsel, title insurance policies or, if feasible, endorsements to the existing title insurance policies issued to The Chase Manhattan Bank pursuant to the Revolving Prior Credit Agreements dated Agreement (i) insuring the priority, amount and sufficiency of the Mortgages, in each case as modified as required by the terms hereof, in favor of July 14, 1992, among the Parent, DIC, the Agent, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any endorsements, assurances or affirmative coverage reasonably requested by the Agent for protection of its interests. (j) The Agent shall have received evidence, in form and substance reasonably satisfactory to the Agent, that the Agent has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Guarantor in respect thereof, subject only to the security interests and liens permitted herein or in the other Loan Documents. (k) The Agent shall have completed a field review of the books and records and such other information with respect to the Collateral as the Agent may require to determine the Availability including, without limitation, current agings of receivables, current perpetual inventory records and/or roll-forwards of accounts and inventory through the Closing Date, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable the Agent to accurately identify and verify the Collateral, the results of which shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof. (l) The Agent shall have received, in form and substance satisfactory to the Agent, an agreement from each of the Borrowers assigning to the Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, all sums of money now due or which may hereinafter become due to such Borrower under its Factoring Agreement ("Assignment of Factoring Credit Balances"). (m) Agent shall have received, in form and substance satisfactory to Agent, all of the other Loan Documents required to be delivered to Agent and Lenders and to further evidence or secure the Obligations or otherwise effectuate the purpose and intent of this Agreement in accordance with the terms of this Agreement or the other Loan Documents as a condition precedent to the Agent making the Loans and providing the Letters of Credit. (n) The Agent shall have received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as the Agent may request to evidence and effectuate full and complete satisfaction of all Indebtedness and other liabilities and obligations of the Borrowers and Guarantors to the Lenders under and as defined in the Prior Credit Agreement and the lenders named therein termination and release by the Agent, as defined in the Prior Credit Agreement, of any security interest in and lien upon any assets and properties of Borrowers and Guarantors, duly authorized, executed and delivered by it, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by such Agent, as secured party, against the Borrowers or any Guarantor, as debtor and (ii) satisfactions or discharges of any mortgages, deeds of trust or deeds to secure debt by Borrowers in favor of such Agent, in form acceptable for recording in the appropriate governmental office. (o) The amount of Availability as of the Closing Date shall not be less than ($10,000,000). (p) All legal matters in connection with the Transactions shall be satisfactory to the Agent, the Lenders and their respective counsel in their sole discretion. (q) The Agent shall have been paid and received such other documents as the commitments of Lenders or the lenders thereunder Agent or Agent's counsel shall have been terminatedreasonably deem necessary.

First Borrowing. On the Closing Datedate of the initial Borrowing: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a received, on behalf of itself and the Lenders and the Agents, the favorable written opinion opinions of Friday, ▇▇(i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Secretary of the Borrower and (ii) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the BorrowersBorrower, dated the Closing Date and addressed to the Lenders, substantially to the effect set forth in Exhibit D heretoExhibits E and F, respectively, each (A) dated the date of the initial Borrowing, (B) addressed to the Administrative Agent, the Lenders and the Agents, and satisfactory (C) covering such other matters relating to Cravaththis Agreement and the transactions contemplated hereby as the Administrative Agent and the Syndication Agent may reasonably request as a result of any change in law or regulation after the Closing Date relating to such transactions or any material change in facts previously disclosed to the Lenders, Swaine & ▇▇▇▇▇or disclosure of facts not previously disclosed to the Lenders, counsel for and the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of the Loan Documents and the Transactions credit hereunder shall be reasonably satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent. (dc) The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of the Borrower and the Guarantor, each Borrower, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing of the Borrower and charter documents filed by each Borrower the Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such the Borrower or the Guarantor, as applicable, as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrowerthe Borrower or the Guarantor, or appropriate committee thereofas applicable, authorizing the Transactions on behalf execution, delivery and performance of such this Agreement and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (e) The Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.,

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Friday, ▇▇(i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the BorrowersBorrower, dated the Closing Date and addressed to the Lenders, substantially to the effect set forth in Exhibit D heretoF-1, and satisfactory (ii) each local counsel listed on Schedule 4.02(a), substantially to Cravaththe effect set forth in Exhibits F-2, Swaine & ▇▇▇▇▇F-3 and F-4, counsel for in each case (A) dated the Agent; Closing Date, (B) addressed to the Borrowers Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Administrative Agent may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fe) The Administrative Agent shall have received from the Borrower (i) for the account of each Lender on the Closing Date, an upfront fee in an amount equal to 0.50% of the Commitment of such Lender on the Closing Date, and (ii) 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 hereunder or under any other Loan Document. (f) The Guarantee Agreement and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Collateral 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. (g) All amounts The Administrative Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, 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 Liens or have been or will be contemporaneously released or terminated. (h) 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 reasonably satisfactory to the Administrative Agent. (i) The Borrower shall have received gross cash proceeds of not less than $290,000,000 from the issuance of Junior Secured Notes pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among Junior Secured Notes Indenture. (j) The Administrative Agent shall be satisfied that the Parent, DICExisting Subordinated Notes Transactions will be consummated substantially concurrently with the Closing Date. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the Senior Secured Notes Indenture, (c) Indebtedness outstanding under the Junior Secured Notes Indenture, (d) Indebtedness outstanding and set forth on Schedule 4.02(j) and (e) other Indebtedness permitted to be incurred under this Agreement in an aggregate outstanding principal amount not in excess of $1,000,000. (k) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower and the Subsidiaries taken as a whole from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (l) The Lenders shall have received a detailed consolidated budget for the fiscal year ending December 31, 2011, in form and substance reasonably satisfactory to the Lenders. (m) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and the lenders named therein Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, are solvent (determined in a manner consistent with the representation in Section 3.22). (n) The Lenders shall have been paid received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the commitments USA PATRIOT Act. (o) There shall be no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such person that involve any Loan Document or the lenders thereunder shall have been terminatedTransactions.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with The Administrative Agent and the provisions of Section 2.04. (b) The Agent Lenders shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇LLP, counsel for to the Borrowers, Borrower (A) dated the Closing Date and Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such matters relating to the effect set forth in Exhibit D heretoLoan Parties, the Loan Documents and the Transactions as the Administrative Agent or the Required Lenders shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinion. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Administrative Agent may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01. (fe) The Administrative Agent and the Lenders shall have received all Fees (including the Upfront Fee) 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 hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, as indicated on such Perfection Certificate, together with copies of July 14the financing statements (or similar documents) disclosed by such search, 1992and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be expressly permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent and the Lenders shall have received a copy of, among the Parent, DICor a certificate as to coverage under, the Agent, insurance policies required by Section 5.02 and the lenders named therein applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facility shall have been paid (or shall be paid on the Closing Date from the proceeds of the Term Loans) in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the commitments Administrative Agent and the Lenders shall have received evidence thereof pursuant to a payoff letter or similar undertaking by the holder of the lenders thereunder Existing Credit Facility, in each case, reasonably satisfactory to the Required Lenders. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness (other than Permitted Indebtedness) or preferred stock (other than preferred stock that is Qualified Capital Stock). (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (l) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Qualified Cash shall be equal to at least $7,500,000. (m) The Borrower shall have delivered to the Administrative Agent a VCOC Information Letter. (n) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Administrative Agent and the Lenders shall have received, to the extent requested, at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Note Subordination Agreement shall have been terminatedduly executed by the Note Holders and the other parties thereto and shall be in full force and effect on the Closing Date. (q) The Administrative Agent and the Lenders shall have received copies of the Note Purchase Agreement, the Notes and the other Note Documents, certified by a Responsible Officer as being complete and correct.

First Borrowing. On the Closing Date: (a) Each The Lender shall have received a the duly executed Note complying with the provisions of Section 2.04.and this Agreement; (b) The Agent Lender shall have received a favorable written opinion of Fridayeither the general counsel or the corporate secretary of the Borrower (provided that such corporate secretary is an attorney admitted to practice law, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇and is in good standing, counsel for in a jurisdiction within the Borrowers, United States of America) dated the Closing Date and addressed to the LendersLender, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the this Loan Documents Agreement and the Transactions Borrowings hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent.Lender; (d) The Agent Lender shall have received (i) received: 1. a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) ; 2. a certificate of the Secretary or Assistant Secretary of each Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents to which it is a party and the Borrowings hereunder, and that such resolutions have not been modified, rescinded rescinded, or amended and are in full force and effect, (C) that neither the certificate or articles of incorporation of such the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) 1. above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (e) The Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.;

First Borrowing. On The obligations of the Closing DateLenders to make the initial Loans hereunder on the occasion of the first Borrowing are subject to the satisfaction of the following conditions, in addition to those set forth in Section 4.03: (a) Each Lender The Effective Date shall have received a duly executed Note complying with the provisions of Section 2.04occurred. (b) The Agent Lucent shall have received a favorable written opinion counterparts of Fridaythe Conversion Indenture and the Conversion Agreement, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel signed on behalf of each party thereto. All arrangements for the Borrowers, dated the Closing Date and addressed issuance of Conversion Notes (including delivery to the Lenders, to Conversion Trustee of the effect set forth Securities Authentication Order (as defined in Exhibit D hereto, the Conversion Indenture) and Conversion Notes duly executed on behalf of the Parent in an aggregate principal amount of $2,000,000,000) shall have been completed in a manner reasonably satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the AgentLucent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each Borrower, certified by the Secretary of State of Delaware, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrower, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (e) The Administrative Agent shall have received a certificate, dated the Closing Date date of the first Borrowing and signed by the President, a Vice President or a Financial Officer of each of the Parent and the Initial Borrower, confirming compliance with the conditions set forth in Section 4.03. (d) The Agents and Lucent shall be satisfied that all fees and other amounts due and payable to them hereunder on or prior to the date of the first Borrowing, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Initial Borrower hereunder or under any other Loan Document, have been paid. (e) The Collateral Agent shall have received counterparts of an Equipment User Agreement or other document contemplated by Section 6.13, in either case signed on behalf of the initial Equipment User or Users. (f) The Agents shall have received evidence reasonably satisfactory to them that all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by either Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the U.S. Security Agreement entered into by the Initial Borrower, and to protect the Initial Borrower's ownership interest in (and the Lien of such U.S. Security Agreement on) all Collateral that will be leased to or otherwise possessed by any initial Affiliated Equipment User, have been so filed, registered or recorded. (g) The Agents shall have received a completed Perfection Certificate dated the date of the first Borrowing and signed by a Financial Officer of the Initial Borrower, together with all attachments contemplated thereby, including (i) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Initial Borrower in the jurisdictions contemplated by the Perfection Certificate and (ii) copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.03 or have been released. (h) The Administrative Agent shall have received evidence reasonably satisfactory to it that the insurance required by Section 5.05 and the U.S. Security Agreement is in effect and that the Collateral Agent has been named as an additional insured and loss payee under all insurance policies to be maintained with respect to the properties of any Borrower or any Foreign Subsidiary Equipment Owner constituting Collateral. (i) As of the date of the first Borrowing, all funding commitments in respect of all other credit facilities of the Parent and its Subsidiaries, including all commitments under the Bank Credit Agreement, shall be fully drawn, and the Administrative Agent shall have received a certificate to such effect dated the date of such Borrowing and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) Each Lender The Administrative Agent and the Lenders shall have received a duly executed Note complying with received, on behalf of itself and the provisions of Section 2.04. (b) The Agent shall have received Lenders, a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, Loan Parties (i) dated the Closing Date and Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such matters relating to the effect set forth in Exhibit D heretoLoan Documents, the Warrant Documents and the Transactions as the Required Lenders or Administrative Agent shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amendedincorporation (or the equivalent thereof), including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the equivalent thereof) of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or the equivalent thereof) duly adopted by the Board board of Directors directors (or the equivalent thereof) 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions (or the equivalent thereof) have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; and (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01, (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the Required Lenders of the Unrestricted Cash of the Loan Parties as of January 18, 2023 (calculated on a pro forma basis to give effect to the Transactions scheduled to occur on the Closing Date) and demonstrating compliance with the financial covenants set forth in Section 6.10 of the First Lien Loan Agreement as of the fiscal quarter ending September 30, 2022, (iii) certifying as to the number of issued and outstanding shares of common stock of the Parent as of the Closing Date (without giving effect to any exercise of any Warrants) and (iv) attaching a copy of the executed First Lien Loan Agreement (as amended as of the Closing Date), certificated as being true, correct and complete. (fe) The Administrative Agent shall have received all Fees (including, solely as it relates to the Administrative Agent, the Administrative Agent Fees) and the Administrative Agent and the Lenders shall have received all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for the Lenders and counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Affiliate Subordination Agreement and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date, together with (i) proper financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) as may be necessary to perfect the security interests purported to be created by the foregoing Security Documents and (ii) subject to the Intercreditor Agreement, certificates, if any, representing Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) constituting certificated securities referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt Securities (as defined in the Guarantee and Collateral Agreement) indorsed in blank. 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, 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 Required Lender 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. (h) The Administrative Agent and the Lenders 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 (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, and subject to Section 5.13, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (i) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of July 14the Closing Date and immediately after giving pro forma effect to the Transactions, 1992the Unrestricted Cash shall be equal to at least $7,500,000. (j) Each of the Lenders as of the Closing Date shall have received a promissory note duly executed by the Borrower and in a form and substance reasonably acceptable to the Required Lenders and the Borrower. (k) The Existing Convertible Notes Exchange shall have been consummated prior to or substantially concurrently with the Borrowing of the Initial Term Loans, among and the Parent shall have executed and delivered the DWAC Order to the trustee under the Existing Convertible Notes Indenture. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have no outstanding Indebtedness for borrowed money other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien Loan Agreement and (c) outstanding Indebtedness set forth on Schedule 6.01(a). (l) The Lenders shall have received the financial statements and audit opinion referred to in Section 3.05. (m) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, (a) the fair value of the assets of the Parent, DICthe Borrower and their Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Parent, the AgentBorrower and their Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the lenders named therein Parent, the Borrower and their Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Parent, the Borrower and their Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. (i) The Warrants shall have been paid duly executed by the Parent, shall be in full force and effect on the commitments of the lenders thereunder Closing Date and shall have been terminatedissued to the Warrant Investors in accordance with the terms hereof and thereof, (ii) the Registration Rights Agreement shall have been duly executed by the Parent and each other party thereto (if any) and shall be in full force and effect on the Closing Date, (iii) the Parent has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the issuance of the Warrants (and the potential issuances of Equity Interests in the Parent upon the exercise of the Warrants) to the Warrant Investors and (iv) the Equity Interests in the Parent issuable upon the exercise of the Warrants shall have been duly authorized and reserved by the Parent in such number as necessary for the future honoring of its obligations under the Warrants. (o) The requisite lenders and agents under the First Lien Loan Agreement shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, including the entry into this Agreement and the other Loan Documents, the incurrence of debt and liens hereunder and the performance of the Loan Parties under the Loan Documents, and shall have executed an amendment and waiver to the First Lien Loan Agreement in form and substance reasonably acceptable to the Borrower and to the Lenders. (p) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) to the extent requested, an executed Beneficial Ownership Certificate and (ii) to the extent requested at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇▇ LLP, counsel for the Agent. (dc) The Agent shall have received (i) a copy of the certificate articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws code of such regulations of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document document or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders Banks or Cravath, Swaine their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request. (ed) The Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by a Financial Officer of the Parentthereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, dated the Closing Date and addressed to the Banks, to the effect set forth in Exhibit D hereto, and the Borrower hereby instructs such counsel to deliver such opinion to the Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Banks and their counsel and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇▇ LLP, counsel for the Agent. (dc) The Agent shall have received (i) a copy of the certificate articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws code of such regulations of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document document or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders Banks or Cravath, Swaine their counsel or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, may reasonably request. (ed) The Agent shall have received a certificatecertificate from the Borrower, dated the Closing Date and signed by a Financial Officer of the Parentthereof, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The representations and warranties set forth in Section 3.06 shall be true and correct in all material respects. (f) Concurrently with the transactions contemplated hereby on the Closing Date, the Borrower, the applicable Banks and the Agent shall have executed a side letter whereby all competitive loans under the Existing Credit Agreement shall be deemed to be Competitive Loans hereunder. The Borrower shall have repaid in full all other amounts due under the Existing Credit Agreement and under each other agreement related thereto, and the Agent shall have received duly executed documentation either evidencing or necessary for (i) the termination of the Existing Credit Agreement and each other agreement related thereto and (ii) the cancelation of all commitments thereunder. (g) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and the commitments of the lenders thereunder shall have been terminated.

First Borrowing. On The obligations of the Closing DateBanks to make Loans on the date of the first Borrowing under this Agreement are subject to the satisfaction of the following conditions: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a favorable written each of the following, in form and substance satisfactory to it: (i) An opinion of Friday, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇LLP, counsel for to the BorrowersBorrower, dated the Closing Date date of this Agreement and addressed to the LendersAdministrative Agent and the Banks, with respect to such matters relating to the effect set forth in Exhibit D hereto, Borrower and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; Loan Documents as the Borrowers Administrative Agent or any Bank may reasonably request. The Borrower hereby instruct instructs such counsel to deliver such opinion to the Administrative Agent. (cii) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be Evidence satisfactory to the Lenders Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Banks, could adversely affect their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for rights or interests under the AgentLoan Documents. (diii) The Agent shall have received (i) a A copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; . (iiiv) a A certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws bylaws of such the Borrower as in effect on the date of such certificate this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification with respect thereto furnished pursuant to clause (iiii) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith therewith on behalf of such the Borrower; . (iiiv) a A certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and clause (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably requestabove. (evi) The Agent shall have received a A certificate, dated the Closing Date date of this Agreement and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fvii) The Evidence satisfactory to the Administrative Agent shall that this Agreement, the Supplemental Indenture, the Bond Delivery Agreement, the First Mortgage Bond and any Notes requested by the Banks for issuance on the date of this Agreement have received been executed and delivered by all Fees parties thereto. (viii) A copy of the First Mortgage, certified by the Secretary or Assistant Secretary of the Borrower. (ix) A copy of title insurance policy No. ▇▇▇ ▇▇▇▇▇-▇▇▇ issued by First American Title Insurance Company, together with copies of all endorsements thereto (including an endorsement extending the coverage of such policy to the Supplemental Indenture and the First Mortgage Bond), naming the trustee under the First Mortgage as the insured, insuring the Borrower’s title to the real property subject to the Lien of the First Mortgage, and the validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000. (x) Such other amounts due and documents as the Administrative Agent, the Banks or their respective legal counsel may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on the cover page of this Agreement, the Banks or any of their Affiliates on or prior to the Closing Date. (g) All date of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Revolving Credit Agreements dated as of July 14Borrower on or prior to such date, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and in full or arrangements satisfactory to the commitments of the lenders thereunder Administrative Agent shall have been terminatedmade to cause them to be paid in full concurrently with the disbursement of the proceeds of any Borrowing to be made on such date. (c) All legal matters incident to the Loan Documents and the transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent, the Banks and their respective legal counsel.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday(i) ▇▇▇▇, ▇Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the BorrowersBorrower, dated the Closing Date Guarantors and addressed to the LendersTAFSI, to the effect set forth in Exhibit D heretoM-1 and (ii) each local counsel listed on Schedule 5.02 (a) to the effect set forth in Exhibit M-2, and satisfactory in each case (A) dated the Closing Date, (B) addressed to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; , the Borrowers Fronting Bank, the Lenders, the Swingline Lender and the Collateral Agent and (C) covering such other matters incidental to the Loan Documents and the Transactions as the Agent shall request. The Borrower hereby instruct instructs each such counsel to deliver such its opinion to the Agent. (cb) All legal matters incident to all of the Loan Documents this Agreement and the Transactions Borrowings hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (dc) The Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each of the Borrower, TAFSI and the Guarantors, certified as of recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing standings of each of the Borrower, TAFSI and charter documents filed by each Borrower the Guarantors as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower of the Borrower, TAFSI and the Guarantors dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws of the Borrower, TAFSI or such Borrower Guarantor, as the case may be, as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such the Borrower, TAFSI or appropriate committee thereofsuch Guarantor, as the case may be, authorizing the Transactions on behalf execution, delivery, and performance of such Borrowerthe Transaction Documents and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower, TAFSI or such Borrower Guarantor, as the case may be, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Transaction Document or any other document delivered in connection herewith on behalf of the Borrower, such BorrowerGuarantor or TAFSI, as the case may be; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or their counsel or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (ed) The Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01. (fe) The Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date. (f) The Intercreditor Agreement shall have been duly executed by the Borrower, the Tranche A Exchange Note Purchasers and the Collateral Agent, and shall be in full force and effect. (g) All amounts payable The Guarantee Agreement shall have been duly executed by each Guarantor and the Collateral Agent, and shall be in full force and effect. The Indemnity and Subrogation Agreement shall have been duly executed by the Borrower, each Guarantor and the Collateral Agent and shall be in full force and effect. (h) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of each Guarantor and TAFSI shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (i) Each of the Security Agreement, the Trademark Security Agreement, the Collateral Assignment and the Collateral Account Agreement shall have been duly executed by the Borrower and all other parties thereto and shall have on delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in or lien on the Collateral (subject to any Lien expressly permitted by Section 7.02) described in each of such agreements shall have been delivered to the Collateral Agent. (j) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower, each Guarantor and TAFSI in the States (or other jurisdictions) in which are located the chief executive offices of such Persons, any offices of such Persons in which records have been kept relating to Accounts and the other jurisdiction in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the Revolving Credit Agreements preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.02 or have been released. (k) The Collateral Agent shall have received a Perfection Certificate with respect to each of the Guarantors, TAFSI and the Borrower dated the Closing Date and duly executed by a Responsible Officer of each such entity. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties (including each Mortgage and each Assignment of Leases and Rents) shall have been duly executed by the parties thereto and delivered to the Collateral 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 7.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 1.01(c) (or a lender's title insurance policy, in form and substance acceptable to Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02) shall have been received by Agent) and, in connection therewith, the Agent shall have received evidence satisfactory to it of July 14each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, 1992including a policy or policies of title insurance issued by a nationally, among the Parentrecognized title insurance company, DICtogether with such endorsements, coinsurance and reinsurance as may be requested by the Agent, the Fronting Bank, the Swingline Lender and the lenders named therein Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 7.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Agent, the Fronting Bank, the Swingline Lender or the Lenders. (m) The Borrower and each Guarantor shall have obtained insurance in compliance with Section 6.02 and the applicable provisions of the Security Documents, and the Agent shall have received a report or reports (in form and substance satisfactory to it (including, among other things, a description of coverage and a summary of terms of the insurance maintained by the Borrower and each Guarantor) from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation and/or an insurance firm of comparable stature as to the adequacy of such insurance based on the nature and requirements of the truckstop industry and based on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation's or such other firm's knowledge and experience with respect thereto. (n) All policies of insurance maintained pursuant to Section 6.02 shall have been paid endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement, in form and substance reasonably satisfactory to the Agent and the commitments Collateral Agent, which endorsement shall provide that, from and after the Closing Date, the insurance carrier shall pay all proceeds otherwise payable to the insured party under such policies directly to the Collateral Agent unless (i) the amounts so payable shall not exceed $50,000 and (ii) the insurance carrier shall not have received written notice from the Agent or the Collateral Agent that an Event of the lenders thereunder shall have been terminatedDefault has occurred.

First Borrowing. On The obligations of the Lenders to make Loans hereunder, and the obligation of the Issuing Bank to issue Letters of Credit hereunder, are subject to the satisfaction of the conditions that on the Closing Date: (a) Each Lender The Agents shall have received counterparts hereof signed by each of the parties (or, in the case of any Lender as to which an executed counterpart shall not have been received, telecopy or other written confirmation from such party in form satisfactory to the Agents of the execution of a counterpart hereof by such Lender). (b) The Administrative Agent shall have received for the account of each Lender a duly executed Note or Notes, dated the Closing Date, complying with the provisions of Section 2.04. (bc) The Administrative Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in the Collateral Documents, perfected to the extent contemplated by Section 3.18 and the Administrative Agent shall have received received: (i) counterparts of the Pledge Agreement, duly executed by the Borrower and all Domestic Subsidiaries of the Borrower, and a favorable written opinion duly completed and executed Perfection Certificate from the Borrower and all Domestic Subsidiaries of Fridaythe Borrower; (ii) certificates representing 100% of all outstanding Capital Stock of each Domestic Subsidiary (or such other percentage as is owned by the Borrower or applicable Domestic Subsidiary as noted on Schedule 3.08), accompanied by stock powers endorsed in blank and Intercompany Notes, duly executed by each Domestic Subsidiary, accompanied by assignments executed in blank; (iii) except for those Foreign Subsidiaries listed on Schedule 5.14(c), certificates representing 65% of all outstanding Capital Stock of each Foreign Subsidiary that is a Restricted Subsidiary, accompanied by stock powers endorsed in blank, and, except for those Foreign Subsidiaries listed on Schedule 5.14(b), Intercompany Notes, duly executed by each and every Wholly Owned Subsidiary that is a Foreign Subsidiary (whether owned directly or indirectly), and each and every non-Wholly Owned Subsidiary that is a Foreign Subsidiary that is borrowing from a Domestic Subsidiary or the Borrower as of the Closing Date, accompanied by assignments executed in blank; (iv) an acknowledgement copy, or other evidence satisfactory to the Agents, of the proper filing, registration or recordation of each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agents to be filed, registered or recorded in each jurisdiction and to each Governmental Authority in which or to which the filing, registration or recordation is so required or requested in order to create in favor of the Administrative Agent for the benefit of the Secured Parties a valid, legal and perfected security interest in or Lien on the Collateral that is the subject of the Pledge Agreement; (v) certified copies of Requests for Information or Copies (form UCC-11), or equivalent reports from Pren▇▇▇▇-▇▇▇▇ Financial Services or other independent search service satisfactory to the Agents, listing (A) any judgment naming the Borrower or any Subsidiary, as judgment debtor, (B) any tax lien that names the Borrower or any Subsidiary as a delinquent taxpayer in any of the jurisdictions referred to in clause (iv) above and (C) any Uniform Commercial Code financing statement that names the Borrower or any Subsidiary as debtor filed in any jurisdiction in which a Lien could be perfected against assets of the Borrower or any Subsidiary; (vi) appropriate duly executed termination statements (Form UCC-3) signed by all persons disclosed as secured parties in the jurisdictions referred to in clauses (iv) and (v)(C) above (other than holders of Liens permitted under Section 6.02) in form for filing under the Uniform Commercial Code in the applicable jurisdictions; and (vii) any other evidence reasonably required by the Agents to evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority Lien in all Collateral for the Facilities, subject to no other Liens, except for Liens permitted under Section 6.02. Such evidence shall include, but is not limited to, evidence of registration of the Lenders' security interest on the register or books of certain Foreign Subsidiaries and any other action as may be required under applicable local law to perfect the Lenders' security interest in the Capital Stock of the Foreign Subsidiaries (other than with respect to those Foreign Subsidiaries listed on Schedule 5.14(c). (d) The Agents shall have received (i) an opinion of Thom▇▇▇▇ Hine & ▇lor▇ ▇▇▇, counsel to the Borrower and the Subsidiaries, substantially in the form of Exhibit F hereto dated the Closing Date and addressed to the Agents and the Lenders, and (ii) opinions of Doser Amereller Noac▇, ▇▇rman counsel to the Borrower and the German Subsidiary, and Simm▇▇▇ & ▇▇imm▇▇▇, ▇▇glish counsel for to the BorrowersBorrower and the UK Subsidiary, each in form and substance acceptable to the Agents, dated the Closing Date and addressed to the Agents and the Lenders. (e) The Agents shall have received counterparts of the Guarantee Agreement duly executed by the Guarantors and the Administrative Agent dated as of the Closing Date and the Indemnity, to Subrogation and Contribution Agreement duly executed by the effect Borrower, the Guarantors and the Administrative Agent dated as of the Closing Date. (f) The Agents shall have received: (i) an Officer's Certificate, dated the Closing Date and signed by a Responsible Officer of each of the Borrower and the Subsidiaries confirming compliance with the conditions precedent set forth in Exhibit D heretosubparagraphs (h), (i), (j), (k) and satisfactory to Cravath(l) of this Section 4.01 and in subparagraphs (b), Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received of Section 4.02; (iii) a copy of the long form certificate of incorporation, as amendedincorporation or other constitutive documents, including all amendments thereto, of each of the Borrower, the Domestic Subsidiaries and all Foreign Subsidiaries not listed on Schedule 5.14(a), certified as of a recent date by the Secretary of State (or comparable authority whether domestic or foreign (where available)) of Delawarethe jurisdiction of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower such party as of a recent date, from such Secretary of State; State (iior other domestic or foreign authority (where available)); (iii) a certificate of the Secretary or Assistant Secretary of each Borrower of the Borrower, the Domestic Subsidiaries and all Foreign Subsidiaries not listed on Schedule 5.14(b), dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or comparable governing instruments of such Borrower party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or comparable governing body of such party (or, in the case of any partnership, of the general partner of such party) authorizing the execution, delivery and performance of the Loan Documents to which such party is or will be a party, and, in the case of the Borrower, or appropriate committee thereof, authorizing the Transactions on behalf extensions of such Borrowercredit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or other constitutive documents of such Borrower has party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrowerparty; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and and (iv) such other documents documents, opinions, certificates and agreements in connection with the Facilities, in form and substance satisfactory to the Agents, as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may it shall reasonably request. (eg) The Agent Borrower shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (f) The Agent shall have received paid all Fees and other amounts due and payable to the Agents or any Lender on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Fee Letter or any Loan Document. (gh) All amounts payable pursuant The Agents shall have received evidence that the Existing Debt has been repaid in full and all credit facilities, security interests and other agreements related thereto have been terminated and discharged in a manner satisfactory to the Revolving Credit Agreements dated as Agents, NCMI and the Lenders, and that the Borrower and the Subsidiaries shall have no Indebtedness or other liabilities other than Permitted Indebtedness and liabilities disclosed on Schedule 3.05(b). (i) No Material Adverse Change shall have occurred since August 31, 1996. (j) The Lenders shall have received evidence satisfactory to each of July 14them that the Borrower and the Subsidiaries have obtained all governmental (whether domestic or foreign), 1992shareholder and third party consents and approvals and expiration of all applicable waiting or appeal periods necessary or, among in the Parentopinion of the Lenders, DICappropriate in connection with the Facilities and the pledge of the Collateral for the Facilities without any action being taken that could restrain, prevent or impose any material adverse condition on the Borrower, the AgentSubsidiaries (or any of them) or the transactions contemplated hereby or that could seek or threaten any of the foregoing, and no law or regulation or condition shall be applicable which in the lenders named therein judgment of the Lenders could have such effect. (k) There shall not exist any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that purports to adversely affect the Facilities or that could have a Material Adverse Effect. (l) None of the Borrower and the Subsidiaries shall be in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (m) The Agents and the Lenders shall have been paid received information satisfactory to them regarding litigation, tax, tax sharing arrangements, management arrangements, accounting, labor, insurance, pension liabilities (actual or contingent), employee benefits (including post-retirement benefits), real estate leases, Material Contracts, debt agreements, intercompany agreements, property ownership, transaction with affiliates and contingent liabilities of the Borrower and the commitments Subsidiaries. (n) The Agents and the Lenders shall have received, and in each case approved the consolidated financial statements of the lenders thereunder Borrower for the most recent three Fiscal Years, including balance sheets and statements of operation and cash flows, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP. (o) The Agents and the Lenders shall have been terminatedcompleted, and shall be satisfied with the results of, their respective due diligence investigations of the business, assets, operations, properties, condition (financial and otherwise), liabilities (actual and contingent) and prospects of the Borrower and the Subsidiaries. (p) The Agents and the Lenders shall be satisfied in all respects with all agreements and transactions between any of the Borrower and the Subsidiaries, on the one hand, and any of their Affiliates and Shareholders, on the other hand, and with all other material agreements of any of the Borrower and the Subsidiaries. (q) The Agents and the Lenders shall be satisfied with the corporate and legal structure and capitalization of the Borrower and the Subsidiaries.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrower and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each of the Borrower, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower of the Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf 50 57 execution, delivery and performance of such Borrowerthis Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (fd) Each Lender shall have received its Revolving Credit Note (which Notes shall replace the Revolving Credit Notes issued in connection with the Original Credit Agreement, such replaced Notes, together with the Term Notes issued in connection with the Original Credit Agreement, to be returned to the Borrower by the Lenders holding same, marked "cancelled" promptly after the Closing Date), each duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Agent shall have received all Fees and other amounts due and payable on (x) such amendments or prior to confirmations (as requested by the Agent) of the Security Documents existing as of the Closing Date, and (y) such additional Security Documents (as requested by the Agent, including, but not limited to, an Assignment of Contract relating to the Acquisition Documents) to be executed and delivered in connection with the Transactions, each duly executed by the applicable Grantors. (f) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired pursuant to the Acquisition, except to the extent permitted by the Security Documents, shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (g) All amounts payable The Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to the Borrower and each Grantor in the jurisdictions in which the Borrower is doing business and/or in which any Collateral acquired pursuant to the Revolving Credit Agreements dated as of July 14Acquisition is located, 1992and in which Uniform Commercial Code filings have been made against the Borrower, among the Parent, DICeach Guarantor and each Grantor pursuant to paragraph (f) above. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the AgentAgent shall have received termination statements in form and substance satisfactory to it. (h) The Agent shall have received such Uniform Commercial Code financing statements as reasonably requested by the Agent to be filed, registered or recorded in order to evidence the Borrower's name change. (i) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) schedules listing (w) the stock ownership of Holdings, (x) all contingent liabilities of the Borrower and its subsidiaries, as reportable under GAAP, (y) all pending litigation involving the Borrower or its subsidiaries or any of their respective businesses, assets or rights and (z) all operating and capital leases; (ii) evidence that, immediately after giving effect to the Credit Events on the Closing Date, the Total Term Loan Commitment is $0; (iii) evidence that the Borrower shall have received not less than $90,000,000 as gross cash proceeds in consideration for the issuance of the Subordinated Notes; (iv) a copy of a field examination of the books and records of Crispaire Corporation; (v) evidence of the compliance by the Borrower with Section 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof; (vii) evidence that the Transactions are in compliance with all applicable laws and regulations; (viii) evidence that the Borrower and its subsidiaries are in compliance with all Environmental Laws; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrower under this Agreement or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to the Borrower and each of the Grantors and Guarantors) to the Transactions have been received; (xi) evidence that there has been no material adverse change in the business, assets, operations or financial condition of (x) the Borrower and its subsidiaries since December 31, 1996 or (y) Crispaire Corporation and its subsidiaries since October 31, 1996; and (xii) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Borrower or any of its subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files related to Crispaire Corporation and to make copies thereof, to conduct customer and supplier checkings and to conduct a pre-closing audit which shall include, without limitation, verification of Eligible Receivables related to Crispaire Corporation and formulation of an opening Borrowing Base, and the lenders named therein results of such examination, checkings and audit shall have been paid satisfactory to the Agent and the commitments of the lenders thereunder shall have been terminatedLenders in all respects.

First Borrowing. On the Closing Date: (a) Each Lender shall have received a duly executed Note complying with The Administrative Agent and the provisions of Section 2.04. (b) The Agent Lenders shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇LLP, counsel for to the Borrowers, Borrower (A) dated the Closing Date and Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such matters relating to the effect set forth in Exhibit D heretoLoan Parties, the Loan Documents and the Transactions as the Administrative Agent or the Required Lenders shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinion. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to sub-clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Administrative Agent may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01. (fe) The Administrative Agent and the Lenders shall have received all Fees (including the Upfront 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 hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, as indicated on such Perfection Certificate, together with copies of July 14the financing statements (or similar documents) disclosed by such search, 1992and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be expressly permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Administrative Agent and the Lenders shall have received a copy of, among the Parent, DICor a certificate as to coverage under, the Agent, insurance policies required by Section 5.02 and the lenders named therein applicable provisions of the Security Documents, each of which (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (i) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Facility shall have been paid (or shall be paid on the Closing Date from the proceeds of the Term Loans) in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the commitments Administrative Agent and the Lenders shall have received evidence thereof pursuant to a payoff letter or similar undertaking by the holder of the lenders thereunder Existing Credit Facility, in each case, reasonably satisfactory to the Required Lenders. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness (other than Permitted Indebtedness) or preferred stock (other than preferred stock that is Qualified Capital Stock). (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that each of the Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (l) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Qualified Cash shall be equal to at least $7,500,000. (m) The Borrower shall have delivered to the Administrative Agent a VCOC Information Letter. (n) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (o) The Administrative Agent and the Lenders shall have received, to the extent requested, at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (p) The Note Subordination Agreement shall have been terminatedduly executed by the Note Holders and the other parties thereto and shall be in full force and effect on the Closing Date. (q) The Administrative Agent and the Lenders shall have received copies of the Note Purchase Agreement, the Notes and the other Note Documents, certified by a Responsible Officer as being complete and correct.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a1) Each Lender The Lenders shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the BorrowersBorrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date and Date, addressed to the Lenders, to the effect set forth in Exhibit D hereto, Lenders and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d2) The Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each Borrowerof the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan Document this Agreement or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (e3) The Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the Parenteach Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (f4) The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (1) evidence of the compliance by the Borrowers with Section 6.03 hereof; (2) the financial statements described in Section 4.07 hereof; (3) evidence that the Transactions are in compliance with all Fees applicable laws and other amounts due and payable on or prior regulations (including, without limitation, all applicable environmental regulations); (4) evidence of the extension by CIT of the term of each of the Notification Factoring Agreements, each dated April 28, 1998, from March 31, 1999 to March 31, 2000; (5) evidence of payment of all fees owed to the Closing Date.Agent and the Lenders by the Borrowers under this Agreement or otherwise; (g6) All amounts payable pursuant evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall Transactions have been paid and received; (7) evidence that there has been no material adverse change in the commitments business, assets, operations or financial condition of the lenders thereunder shall have been terminatedParent and its Subsidiaries since June 30, 1998; and (8) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting the Parent or any of its Subsidiaries or any of their respective businesses, assets or rights which involve any of the Transactions.

First Borrowing. On the Closing Datedate of the initial Borrowing: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a received, on behalf of itself and the Lenders, the favorable written opinion opinions of Friday, ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Vice President and General Counsel of the Borrower, and (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the BorrowersBorrower, dated the Closing Date and addressed to the Lenders, substantially to the effect set forth in Exhibit D heretoExhibits E and F, respectively, each (A) dated the Closing Date, (B) addressed to the Agents and the Lenders, and satisfactory (C) covering such other matters relating to Cravaththis Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request, Swaine & ▇▇▇▇▇, counsel for and the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of the Loan Documents and the Transactions credit hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions resolu tions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fe) The Administrative Agent and the other Agents and their Affiliates shall have received 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 hereunder. (f) The commitments under the Existing Credit Agreement shall have been terminated and all principal, interest and other amounts outstanding thereunder shall have been paid in full. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein The 5-year Agreement shall have been paid been, or shall simultaneously be, executed and delivered by the commitments of the lenders thereunder parties thereto and shall have been terminatedbe in full force and effect.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy certificate of the certificate of incorporation, as amended, including all amendments thereto, Secretary of each Borrower, certified by the Secretary of State of DelawareGrantor and Guarantor, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the Closing Date and certifying (A) that the copy of such person's By-laws attached thereto to the Certificate of its Secretary delivered on or about August 30, 1996 (the "Prior Closing Date") is a true and complete copy of the byits By-laws of such Borrower Laws as in effect on the date of the certificate delivered pursuant to this paragraph and such certificate and at all times By-laws have not been amended since a date prior to the date of the resolutions described in clause (B) below, Prior Closing Date (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, delivered on the Prior Closing Date from the Secretary of State of the state of its incorporation and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iiiii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iviii) such other documents as the Lenders Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) Each Lender shall have received its Revolving Credit Note duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (d) The Agent shall have received a certificatethe Security Documents, dated each duly executed by the Closing Date applicable Grantors, together with any documents or certificates to be delivered thereunder and signed updated endorsements for existing title insurance policies satisfactory to the Agent. (e) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by a Financial Officer law or requested by the Agent to be filed, registered or recorded in order to create in favor of the ParentAgent for the benefit of the Lenders a first priority perfected security interest in the Collateral shall have been properly filed, confirming compliance with registered or recorded in each jurisdiction in which the conditions precedent set forth in paragraphs (b) and (c) filing, registration or recordation thereof is so required or requested. The Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of Section 4.01each such filing, registration or recordation. (f) The Agent shall have received all Fees the results of a search of tax and other amounts due Liens, and payable on or prior judgments and of the Uniform Commercial Code filings made with respect to each Borrower and each Grantor in the Closing Datejurisdictions in which such person's chief executive office is located. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) All amounts payable pursuant The Lenders and the Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within thirty (30) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of the compliance by the Borrowers with Section 6.13 hereof; (vi) evidence of payment of an amendment fee in the amount of $100,000 and all other fees owed to the Revolving Credit Agreements dated Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (vii) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (viii) evidence that, except as disclosed on Schedule 4.05 annexed hereto, there has been no material adverse change in the business, assets, operations or financial condition of July 14any of the Borrowers or any of their subsidiaries since December 31, 19922000; and (ix) evidence that there are no actions, among suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the ParentTransactions. (h) The Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it a schedule of all Liens, DIClitigations and contingent liabilities with respect to the Borrowers, their subsidiaries, Grantors or Guarantors. (i) Kaye Scholer LLP, c▇▇▇▇▇▇ ▇▇ ▇▇e Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel through the Closing Date in connection with the transactions contemplated under this Agreement, the Security Documents and the other Loan Documents and instruments in connection herewith and therewith. (j) The corporate structure and capitalization of the Borrowers shall be satisfactory to the Lenders in all respects. (k) All legal matters in connection with the Transactions shall be satisfactory to the Agent, the Lenders and the lenders named therein their respective counsel in their sole discretion. (l) The Borrowers shall have been paid executed and delivered to the commitments Agent a disbursement authorization letter with respect to the disbursement of the lenders thereunder proceeds of the Credit Events made on the Closing Date, in form and substance satisfactory to the Agent; (m) The Agent shall have been terminatedreceived a Certificate, substantially in the form of Schedule 6.05(j) hereto, executed by the Financial Officer of the Borrowers demonstrating compliance as at March 31, 2001 with the Availability requirements. (n) The Agent shall have received such other documents as the Lenders or the Agent or Agent's counsel shall reasonably deem necessary.

First Borrowing. On the Closing Date:Date (or within such period of time thereafter as may be acceptable to the Lender in its discretion): (a) Each The Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Agent shall have received a favorable written opinion of Friday, (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, external counsel for the Borrowers, dated the Closing Date Borrower and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel Senior Vice President, Secretary and Deputy General Counsel for the Agent; Borrower, and such other counsel as may be reasonably acceptable to the Borrowers Lender, each in form and substance satisfactory to the Lender, (A) dated the Closing Date, (B) addressed to the Lender and (C) covering such matters relating to the Loan Documents and the Transactions as the Lender shall reasonably request, and the Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Loans and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the AgentLender. (dc) The Agent Lender shall have received (i) a copy of the certificate or articles of incorporation, formation or organization (as amendedapplicable), including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of StateState or evidence that such a certificate has been requested; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws bylaws, operating agreement, partnership agreement or other applicable constitutive document of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation incorporation, formation or organization (as applicable) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, Lender may reasonably request. (ed) The Agent Lender shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance compliance, to the actual knowledge of such Financial Officer after such investigation as he or she has deemed to be reasonable and appropriate under the circumstances, with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fe) The Agent Lender shall have received all Fees and other amounts due and payable on or prior to the Closing Date in immediately available funds, including (i) an amount equal to 2.0% of the aggregate amount of the Commitment on the Closing Date; provided that the Borrower shall retain $500,000 as a credit against such fee, such amount to be applied by the Borrower as payment of the aggregate par value of the Trust’s Equity Interest and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. The amount payable pursuant to clause (i) above may be paid on the Closing Date by increasing the outstanding principal amount of the Loans on the Closing Date by such amount. Any amount so added to the principal amount of the Loans shall bear interest as provided in Section 2.06 from the date on which such Fee has been so added to the principal amount of the Loans. (f) The Guarantee and Pledge Agreement and, to the extent required thereby, the other Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date. The Lender shall have a security interest in the Collateral of the type and priority described in each Security Document. (g) All amounts payable pursuant The Lender shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Revolving Credit Agreements dated Loan Parties in the states (or other jurisdictions) of formation of such Persons as indicated on Schedule 1 of July 14the Guarantee and Pledge Agreement together with copies of the financing statements (or similar documents) disclosed by such search, 1992and, among to the Parentextent requested, DICaccompanied by evidence satisfactory to the Lender 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. (h) Except with respect to the issuance of the Trust Equity, all requisite Governmental Authorities and third parties shall have approved or consented to the Agent, Transactions and the lenders named therein other transactions contemplated hereby to the extent required, all applicable appeal periods shall have been paid expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the commitments of Transactions or the lenders thereunder other transactions contemplated hereby. (i) The Lender shall have been terminatedreceived from the Borrower a cash flow forecast and liquidity analysis in form and substance satisfactory to the Lender setting forth expected cash receipts and cash payments for the period ended December 31, 2008.

First Borrowing. On the Closing Datedate of the initial Borrowing: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a received, on behalf of itself and the Lenders, the favorable written opinion opinions of Friday, ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Vice President and General Counsel of the Borrower, and (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the BorrowersBorrower, dated the Closing Date and addressed to the Lenders, substantially to the effect set forth in Exhibit D heretoExhibits E and F, respectively, each (A) dated the Closing Date, (B) addressed to the Agents and the Lenders, and satisfactory (C) covering such other matters relating to Cravaththis Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request, Swaine & ▇▇▇▇▇, counsel for and the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of the Loan Documents and the Transactions credit hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of the State of Delaware, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions resolu tions duly adopted by the Board of Directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of such the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such the Borrower; (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (ed) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fe) The Administrative Agent and the other Agents and their Affiliates shall have received 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 hereunder. (f) The commitments under the Existing Credit Agreement shall have been terminated and all principal, interest and other amounts outstanding thereunder shall have been paid in full. (g) All amounts payable pursuant to the Revolving Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein The 364-day Agreement shall have been paid been, or shall simultaneously be, executed and delivered by the commitments of the lenders thereunder parties thereto and shall have been terminatedbe in full force and effect.

First Borrowing. On The obligations of the Closing DateLenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) Each Lender The Lenders shall have received a duly executed Note complying with the provisions favorable written opinion of Section 2.04counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Agent shall have received a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D hereto, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers hereby instruct such counsel to deliver such opinion to the Agent. (c) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (d) The Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended, including all amendments theretoamended to date, of each Borrowerof the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower from such Secretary of StateState or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such Borrower as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions resolution described in clause item (B) below, (B) that attached thereto is a true and complete copy of resolutions duly a resolution adopted by the such person's Board of Directors of such Borrower, or appropriate committee thereof, authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthis Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolutions have resolution has not been modified, rescinded or amended and are is in full force and effect, (C) that the such person's certificate or articles of incorporation of such Borrower or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower person's officers executing any Loan this Agreement, the Notes, each Security Document or any other document Loan Document delivered in connection herewith on behalf of such Borroweror therewith, as applicable; (iii) a certificate of another officer of each Borrower such person's officers as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) aboveits Secretary; and (iv) such other documents as the Lenders Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, any Lender may reasonably request. (ec) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a the Financial Officer of the Parenteach Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.015.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note, each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received all Fees and other amounts due and payable certified copies of requests for copies or information on Form UCC-11 or prior certificates satisfactory to the Closing DateSyndication Agent of a UCC Reporter Service from April, 1999, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in California or Florida, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) All amounts payable pursuant Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Revolving Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the closing under the 1999 Credit Agreements dated as of July 14, 1992, among the Parent, DIC, the Agent, and the lenders named therein Agreement shall have been paid properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor from April, 1999 in which Uniform Commercial Code filings, if any, have been made against DCA, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) The Lenders and the commitments Agents shall have received and determined to be in form and substance satisfactory to them: (i) the financial statements described in Section 4.07 hereof; (ii) evidence that the Transactions are in compliance with all applicable laws and regulations; (iii) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement or otherwise; (iv) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the lenders thereunder Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (v) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; and (vi) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) Each Agent shall have been terminatedreceived and had the opportunity to review and determine to be in form and substance satisfactory to it, if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. On The obligations of the Closing DateBanks to make Loans on the date of the first Borrowing under this Agreement are subject to the satisfaction of the following conditions: (a) Each Lender shall have received a duly executed Note complying with the provisions of Section 2.04. (b) The Administrative Agent shall have received a favorable written opinion each of Fridaythe following, in form and substance satisfactory to it: (i) Opinions of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Idaho counsel for the Borrowers, dated the Closing Date and addressed to the Lenders, to the effect set forth in Exhibit D heretoBorrower, and satisfactory to Cravath, Swaine & ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, Montana counsel for to the Borrower (or such other firm or firms approved by the Administrative Agent; ), each dated the Borrowers date of this Agreement and addressed to the Administrative Agent and the Banks, with respect to such matters relating to the Borrower and the Loan Documents as the Administrative Agent or any Bank may reasonably request. The Borrower hereby instruct instructs such counsel to deliver such opinion to the Administrative Agent. (cii) All legal matters incident to all of the Loan Documents and the Transactions hereunder shall be Evidence satisfactory to the Lenders Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Banks, could adversely affect their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for rights or interests under the AgentLoan Documents. (diii) The Agent shall have received (i) a A copy of the certificate or articles of incorporation, as amended, including all amendments thereto, of each the Borrower, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each the Borrower as of a recent date, from such Secretary of State; . (iiiv) a A certificate of the Secretary or Assistant Secretary of each the Borrower dated the Closing Date date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the by-laws bylaws of such the Borrower as in effect on the date of such certificate this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors of such Borrower, or appropriate committee thereof, the Borrower authorizing the Transactions on behalf execution, delivery and performance of such Borrowerthe Loan Documents and borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing certification with respect thereto furnished pursuant to clause (iiii) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith therewith on behalf of such the Borrower; . (iiiv) a A certificate of another officer of each the Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to (ii) above; and clause (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably requestabove. (evi) The Agent shall have received a A certificate, dated the Closing Date date of this Agreement and signed by a Financial Officer of the ParentBorrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (fvii) The Evidence satisfactory to the Administrative Agent shall that this Agreement, the Supplemental Indenture, the Bond Delivery Agreement, the First Mortgage Bond and any Notes requested by the Banks for issuance on the date of this Agreement have received been executed and delivered by all Fees parties thereto. (viii) A copy of the First Mortgage, certified by the Secretary or Assistant Secretary of the Borrower. (ix) A copy of title insurance policy No. ▇▇▇ ▇▇▇▇▇-▇▇▇ issued by First American Title Insurance Company, together with copies of all endorsements thereto (including an endorsement extending the coverage of such policy to the Supplemental Indenture and the First Mortgage Bond), naming the trustee under the First Mortgage as the insured, insuring the Borrower’s title to the real property subject to the Lien of the First Mortgage, and the validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000. (x) Such other amounts due and documents as the Administrative Agent, the Banks or their respective legal counsel may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on the cover page of this Agreement, the Banks or any of their Affiliates on or prior to the Closing Date. (g) All date of this Agreement with respect to this Agreement, and all amounts payable by the Borrower pursuant to Section 10.05 for which invoices have been delivered to the Revolving Credit Agreements dated as of July 14Borrower on or prior to such date, 1992, among the Parent, DIC, the Agent, and the lenders named therein shall have been paid and in full or arrangements satisfactory to the commitments of the lenders thereunder Administrative Agent shall have been terminatedmade to cause them to be paid in full concurrently with the disbursement of the proceeds of any Borrowing to be made on such date. (c) All legal matters incident to the Loan Documents and the transactions contemplated thereby shall be reasonably satisfactory to the Administrative Agent, the Banks and their respective legal counsel.

First Borrowing. On the Closing Date: (a) Each Lender The Administrative Agent and the Lenders shall have received a duly executed Note complying with received, on behalf of itself and the provisions of Section 2.04. (b) The Agent shall have received Lenders, a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, Loan Parties (i) dated the Closing Date and Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to the effect set forth in Exhibit D heretoLoan Documents, the Warrant Documents and the Transactions as the Required Lenders shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amendedincorporation (or the equivalent thereof), including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the equivalent thereof) of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or the equivalent thereof) duly adopted by the Board board of Directors directors (or the equivalent thereof) 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions (or the equivalent thereof) have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; and (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.014.01 and (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the Required Lenders of the Unrestricted Cash of the Loan Parties as of the Closing Date (calculated after giving pro forma effect to the Transactions occurring on the Closing Date). (fe) The Administrative Agent and the Lenders shall have received all Fees (including the Closing Upfront Fees and, solely as it related to the Administrative Agent, the Administrative Agent Fees) and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, 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 Required Lender 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. (h) [Reserved]. (i) The Administrative Agent and the Lenders 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 (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (j) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of July 14, 1992, among the Parent, DICClosing Date and immediately after giving pro forma effect to the Transactions, the AgentUnrestricted Cash shall be equal to at least $15,000,000. (k) The Borrower shall have delivered a VCOC Letter to any Lenders that has requested such VCOC Letter. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the lenders named therein Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the commitments Administrative Agent and the Lenders shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (n) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the lenders thereunder Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, (a) the fair value of the assets of the Loan Parties, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. (i) The Warrants shall have been terminatedduly executed by the Borrower, shall be in full force and effect on the Closing Date and shall have been issued to the Warrant Investors in accordance with the terms thereof, (ii) each other Warrant Document shall have been duly executed by the Borrower and each other party thereto (if any) and shall be in full force and effect on the Closing Date, (iii) the Borrower has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the Warrants (and, if issued, the Equity Interests to be issued thereunder) acquired by the Warrant Investors and (iv) any Equity Interests in the Borrower contemplated by the Warrants shall have been authorized, issued and set-aside by the Borrower in such number as necessary for the future honoring of its obligations under the Warrants. (p) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) to the extent requested, an executed Beneficial Ownership Certificate and (ii) to the extent requested at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

First Borrowing. On the Closing Date: (a) Each Lender The Administrative Agent and the Lenders shall have received a duly executed Note complying with received, on behalf of itself and the provisions of Section 2.04. (b) The Agent shall have received Lenders, a favorable written opinion of Friday, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers, Loan Parties (i) dated the Closing Date and Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to the effect set forth in Exhibit D heretoLoan Documents, the Warrant Documents and the Transactions as the Required Lenders shall reasonably request, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent; the Borrowers Borrower hereby instruct requests such counsel to deliver such opinion to the Agentopinions. (cb) All legal matters incident to all this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents and the Transactions hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (dc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation, as amendedincorporation (or the equivalent thereof), including all amendments thereto, of each BorrowerLoan Party, certified as of a recent date by the Secretary of State of Delawarethe state of its organization, and a certificate as to the good standing of and charter documents filed by each Borrower Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or the equivalent thereof) of such Borrower Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions (or the equivalent thereof) duly adopted by the Board board of Directors directors (or the equivalent thereof) 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, or appropriate committee thereof, authorizing the Transactions on behalf of such Borrowerborrowings hereunder, and that such resolutions (or the equivalent thereof) have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or the equivalent thereof) of such Borrower has Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of such BorrowerLoan Party; and (iii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or such Assistant Secretary of such Borrower executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (ed) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Parent, Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 4.01.4.01 and (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the Required Lenders of the Unrestricted Cash of the Loan Parties as of the Closing Date (calculated after giving pro forma effect to the Transactions occurring on the Closing Date). ||| 4134-8371-6675.14134-8371-6675 (fe) The Administrative Agent and the Lenders shall have received all Fees (including the Closing Upfront Fees and, solely as it related to the Administrative Agent, the Administrative Agent Fees) and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the 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. (g) All amounts payable pursuant The Administrative Agent and the Lenders shall have received a Perfection Certificate with respect to the Revolving Credit Agreements Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, 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, 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 Required Lender 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. (h) [Reserved]. (i) The Administrative Agent and the Lenders 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 (i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in their sole discretion, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Required Lenders. (j) The Administrative Agent and the Lenders shall have received evidence (reasonably acceptable to the Required Lenders) that, as of July 14, 1992, among the Parent, DICClosing Date and immediately after giving pro forma effect to the Transactions, the AgentUnrestricted Cash shall be equal to at least $15,000,000. (k) The Borrower shall have delivered a VCOC Letter to any Lenders that has requested such VCOC Letter. (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the lenders named therein Existing Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the commitments Administrative Agent and the Lenders shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (a) Indebtedness outstanding under this Agreement, and (b) Indebtedness set forth on Schedule 6.01. (m) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. ||| 4134-8371-6675.14134-8371-6675 (n) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the lenders thereunder Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, (a) the fair value of the assets of the Loan Parties, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. (i) The Warrants shall have been terminatedduly executed by the Borrower, shall be in full force and effect on the Closing Date and shall have been issued to the Warrant Investors in accordance with the terms thereof, (ii) each other Warrant Document shall have been duly executed by the Borrower and each other party thereto (if any) and shall be in full force and effect on the Closing Date, (iii) the Borrower has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the Warrants (and, if issued, the Equity Interests to be issued thereunder) acquired by the Warrant Investors and (iv) any Equity Interests in the Borrower contemplated by the Warrants shall have been authorized, issued and set-aside by the Borrower in such number as necessary for the future honoring of its obligations under the Warrants. (p) All requisite Governmental Authorities and third parties 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 restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) to the extent requested, an executed Beneficial Ownership Certificate and (ii) to the extent requested at least five Business Days prior to the Closing Date, a properly completed and duly executed IRS Form W-9 (or other applicable tax form) from the Borrower and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. ||| 4134-8371-6675.14134-8371-6675