Common use of First Borrowing Clause in Contracts

First Borrowing. The obligations of the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, as amended through the Effective Date, of each of Millennium America, Millennium, MICL and the other Loan Parties, certified by the relevant Secretary of State as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation dated the Effective Date and certifying (A)(1) that attached thereto is a true and complete copy of the by-laws of such corporation, as in effect on the date of such certificate and (2) that the certificate or articles of incorporation of such corporation have not been amended since the date of the certification thereto furnished pursuant to clause (i) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other Loan Documents or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificate; and (iii) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of all the parties hereto. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, 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 any other Loan Document. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been released. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and the principal of and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in full.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Effective Date Closing Date, addressed to the Lenders and signed by a Financial Officer of Millennium America, confirming compliance with satisfactory to the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01Agent. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended through the Effective Dateto date, of each of Millennium Americathe Borrowers, Millennium, MICL the Grantors and the other Loan PartiesGuarantors, certified as of a recent date by the relevant Secretary of State (or in the case of the Parent, a Responsible Officer), Provincial Registrar or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Borrower, Grantor and Guarantor, dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporation, 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 item (2B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this 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 is in full force and effect, (C) that such person's certificate or articles of incorporation of such corporation or constitutive documents have not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or in the case of a person organized under the Federal or state laws of Canada, since the date of the certified articles of incorporation furnished pursuant to (i) above), and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as applicable; (iii) a certification by certificate of another officer of such Loan Party person's officers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateits Secretary; and (iiiiv) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Agreement whichSection 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, when taken together, bear payable to its order and otherwise complying with the signatures provisions of all the parties heretoSection 2.04 hereof. (e) The Administrative Agent shall have received the Security Documents including, without limitation, the Mortgages together with title insurance (or, as appropriate, title opinions) in form, scope and amount satisfactory in all fees and other amounts due and payable on or prior respects to the Effective Date as provided Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in the fee letter agreement dated May 11blank, 2001, between Millennium America and the Administrative Agent, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid each duly executed by the Borrower hereunder or any other Loan Documentapplicable Grantors. (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Senior Unsecured Note IndentureLenders of a UCC Reporter Service (or similar service in Canada), certified by a Financial Officer listing all effective financing statements which name as complete debtor any Borrower, any Guarantor or any Grantor and correctwhich are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other 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 substance satisfactory to it. (g) The issuance and sale Each document (including, without limitation, each Uniform Commercial Code financing statement or statement under the Personal Property Security Law) required by law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Senior Unsecured Notes Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.01) shall have beenbeen properly filed, registered or shall simultaneously with recorded in each jurisdiction in which the initial borrowing under this Agreement befiling, completed and Millennium America registration or recordation thereof is so required or requested. The Agent shall have received gross cash proceeds an acknowledgment copy, or other evidence satisfactory to it, of not less than $200,000,000 therefromeach such filing, registration or recordation. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of tax and other Liens, and judgments and of the UCC (Uniform Commercial Code or equivalent) Personal Property Security Law or comparable filings made with respect to each of the Loan Parties Borrowers and each Grantor in the jurisdictions contemplated by in which the Perfection Certificate Borrowers are doing business and/or in which any Collateral is located, and copies of the financing statements (in which Uniform Commercial Code or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or Personal Property Security Law filings have been releasedmade against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) All legal matters incidental to this Agreement The Lenders and the borrowings hereunder Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within seven (7) days of the Closing Date) schedule and aging of accounts receivable and inventory designations of the Borrowers; (ii) evidence that the Borrowers have combined availability (that is, the sum of (x) Availability and (y) availability under the Canadian Credit Agreement) after giving effect to both the Revolving Credit Loans made on the Closing Date and extensions of credit under the Canadian Credit Agreement on the Closing Date of not less than $16,000,000; (iii) evidence that there has been entered a final non-appealable order of confirmation consistent with the Plan of Reorganization and that unless waived by the Agent all conditions precedent to the effectiveness of the Plan of Reorganization have been satisfied; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Sec tion 6.03 hereof; (vi) the financial statements described in Section 4.07 hereof, together with a draft of the audited financial statements for the Fiscal Year ended December 31, 1996; (vii) evidence that the Transactions are in material compliance with all material applicable laws and regulations; (viii) the Guarantees (Canadian) and the Guarantee of the Obligations by Trademark U.S.; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter or otherwise; (x) 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 Cravaththe Transactions have been received; (xi) copies of all major customer, Swaine & ▇▇▇▇▇supplier contracts and employment agreements with respect to each Borrower; (xii) except as set forth in Schedule 4.05 annexed hereto, counsel for evidence that there has been no material adverse change in the Administrative Agentbusiness, assets, operations or financial condition of the Parent and subsidiaries since December 31, 1995; (xiii) evidence of the repayment in full of exiting credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above, all as set forth in the Plan of Reorganization; and (xiv) evidence that except as disclosed in the schedule delivered pursuant to (k)(i) below 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 to the knowledge of the Loan Parties threatened against or affecting any of the Loan Parties or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The commitments 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 lenders under Borrowers, subsidiaries, the Existing Credit Agreement Grantors and the Guarantors and to make copies thereof, 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 terminated satisfactory to the Agent and the principal of and interest on Lenders in all loans and all other obligations accrued or owing thereunder material respects. (k) The Agent shall have beenreceived and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) a schedule of disputed claims relating to the Plan of Reorganization and an analysis of the expected disposition thereof; (ii) copies of all real property lease agreements entered into by any of the Borrowers and Guarantors, together with appropriate landlord and/or mortgagee waivers or shall simultaneously rent escrow arrangements with the initial Credit Event hereunder beAgent (covering at least six months rent); and (iii) copies of all loan agreements, paid in fullnotes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or Guarantors which is to remain outstanding pursuant to the Plan of Reorganization, including the Senior Secured Notes.

First Borrowing. The obligations of On the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditionsAmendment Effective Date: (a) The Administrative Agent All legal matters incident to this Agreement and the borrowings hereunder shall have received a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed satisfactory to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 their counsel and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (cb) The Administrative Agent shall have received (i) a copy of all amendments to the certificate or articles of incorporation, as amended through the Effective Date, incorporation (or analogous documents) of each of Millennium Americathe Borrowers, Millenniumsince December 1, MICL and the other Loan Parties1994, certified as of a recent date by the relevant Secretary of State (or other appropriate Governmental Authority) of the state (or country) of its organization or such other evidence as is reasonably satisfactory to the Agent; (ii) a certif- icate as to the good standing (or other analogous certification to the extent available) of each of the Borrowers as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Agent; (iiiii) a certificate of the Secretary or an Assistant Secretary of each such corporation of the Borrowers dated the Amendment Effective Date and certifying (A)(1A) that attached thereto is a true and complete copy of the by-laws (or such other analogous documents to the extent available) of such corporation, Borrower as in effect on the Amendment Effective Date and at all times since a date of such certificate and (2) that the certificate or articles of incorporation of such corporation have not been amended since prior to the date of the certification thereto furnished pursuant to resolutions described in clause (iB) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreementbelow, the other Loan Documents or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct true and complete copy of resolutions duly adopted by the Board of Directors of such corporation Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions borrowings hereunder, and that said such resolutions have not been modified, rescinded or amended or revoked and are in full force and effect on effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or other analogous certification or such certificateother evidence reasonably satisfactory to the Agent) furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (iii) above; and (iiiv) such other documents as the Administrative Agent Lenders or their counsel or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate of this Agreement whicheach of the Borrowers, when taken togetherdated the Amendment Effective Date and signed, bear in the signatures case of all the parties heretoCompany, by a Financial Officer of the Company, and, in the case of each Borrower other than the Company, a Responsible Officer of such Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (ed) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Amendment Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, 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 any other Loan DocumentDate. (fe) The Administrative Agent shall have received copies amendment agreement dated as of the Senior Unsecured Note Indenturedate hereof among the Borrowers, certified by a Financial Officer as complete the Agent and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have beenlenders named therein, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied executed and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect delivered to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been released. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and the principal of and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in full.

First Borrowing. The obligations of the Lenders to make the initial Loans and in --------------- respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate the favorable written opinions of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Effective Date Closing Date, --------- addressed to the Lenders and signed by a Financial Officer of Millennium America, confirming compliance with satisfactory to the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01Agent. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive or charter documents, in each case as amended through the Effective Dateto date, of each of Millennium Americathe Borrowers, Millennium, MICL the Grantors and the other Loan PartiesGuarantors, certified as of a recent date by the relevant Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official in each other jurisdiction where such person is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Borrower, Grantor and Guarantor, dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporation, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (2B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation of such corporation have or constitutive documents has not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as applicable; (iii) a certification by certificate of another officer of such Loan Party person's officers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateits Secretary; and (iiiiv) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Agreement whichSection 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, when taken together, bear payable to its order and otherwise complying with the signatures provisions of all the parties heretoSection 2.04 hereof. (e) The Administrative Agent shall have received all fees the Security Documents (including, without limitation, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and other amounts due and payable on or prior the Assignment of Life Insurance for an amount not less than $2,000,000 with respect to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, 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 any other Loan Documentkeyman life insurance on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇). (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Senior Unsecured Note IndentureLenders of a UCC Reporter Service, certified by a Financial Officer listing all effective financing statements which name as complete debtor, any Borrower or any Grantor and correctwhich are filed in the appropriate offices in the States in which are located the chief executive office and other 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 substance satisfactory to it. (g) The issuance Each document (including, without limitation, each Uniform Commercial Code financing statement and sale each duly notated certificate of title) required by law or requested by the Agent to be filed, registered or recorded in order to create in favor of the Senior Unsecured Notes shall have beenAgent for the benefit of the Lenders a first priority perfected security interest in the Collateral shall, in the sole discretion of the Agent, be delivered in a form such that it can be, or shall simultaneously with previously have been properly filed, registered or recorded in each jurisdiction in which the initial borrowing under this Agreement befiling, completed and Millennium America registration or recordation thereof is so required or requested. The Agent shall have received gross cash proceeds an acknowledgment copy, or other evidence satisfactory to it, of not less than $200,000,000 therefromeach such filing, registration or recordation. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of tax and other Liens, and judgments and of the UCC (or equivalent) Uniform Commercial Code filings made with respect to the Loan Parties each Borrower and each Grantor in the jurisdictions contemplated by in which the Perfection Certificate Borrower is doing business and/or in which any Collateral is located, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or in which Uniform Commercial Code filings have been releasedmade against each Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) All legal matters incidental to this Agreement The Lenders and the borrowings hereunder Agent shall have received and determined to be in form and substance satisfactory to them: (i) the most recent (dated within ten (10) days of the Closing Date) schedule and aging of Receivables and inventory designations of the Borrowers; (ii) evidence that after giving effect to the Transactions Borrowers have Availability of no less than $5,000,000; (iii) a copy of a field examination of the books and records of Four Star; (iv) evidence of the compliance by the Borrowers with Section 6.03 hereof; (v) the financial statements described in Section 4.07 hereof; (vi) evidence that the Transactions are in compliance with all applicable laws and regulations; (vii) the results of all environmental audits and other investigations conducted by or on the behalf of the Borrowers with respect to the Borrowers' and subsidiaries' properties; (viii) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Fee Letter or otherwise; (ix) 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 Cravaththe Transactions have been received; (x) the results of appraisals of the machinery and equipment acquired by the Borrowers (i) pursuant to the Four Star Acquisition and (ii) pursuant to the Asset Purchase Agreement dated as of October 31, Swaine & 1997 between MSEI, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Entertainment Resources, counsel for Inc. by a person satisfactory to the Administrative Agent, such appraisals, when combined with the appraisal of the Borrowers previously delivered to the Agent, shall, in the aggregate, reflect an orderly liquidation value of greater than or equal to $61,500,000, which appraisals have been delivered in form and substance satisfactory to the Agent and the Lenders; (xi) copies of all major customer contracts (including major lease contracts) and major supplier contracts with respect to each Borrower; (xii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since September 30, 1997; (xiii) 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 Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; (xiv) copies of all material amendments to any shareholders' agreements; and (xv) evidence of compliance with Section 6.17 hereof. (j) The commitments Agent and the Lenders shall have had the opportunity, if they so choose, to make customer checkings, examine auditor's management letters issued within the three (3) years prior to the Closing Date, the books of account and other records and files of the lenders under Borrowers, subsidiaries, the Existing Credit Agreement Grantors and the Guarantors and to make copies thereof, 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 checkings, examination and audit shall have been terminated satisfactory to the Agent and the principal of and interest on Lenders in all loans and all other obligations accrued or owing thereunder respects. (k) The Agent shall have beenreceived and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all lease agreements, management agreements and consulting agreements entered into by any of the Borrowers and their subsidiaries; (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or shall simultaneously with Guarantors and schedules of all liens, encumbrances, litigation and contingent liabilities of any of the initial Credit Event hereunder beBorrowers; and (iii) a schedule of Borrowers' Liens, paid in fulllitigations and contingent liabilities.

First Borrowing. The obligations of the Lenders to make the initial Loans and --------------- in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) Each Lender shall have received the favorable written opinion of counsel for each Credit Party, substantially in the form of Exhibit B hereto, dated the Closing Date, addressed to the Lenders and --------- satisfactory to the Agent. (b) The Administrative Agent shall have received (i) a certificate as to the good standing of each Credit Party from the Secretary of State or other appropriate official of the state or county of its organization or location, as appropriate, in each case dated as of a recent date; provided, however, that with respect to Milgray/Connecticut, Inc., a -------- ------- certificate of good standing certified by an appropriate state official shall be delivered to the Agent by said Guarantor as soon as practicable and in any event within 30 Business Days following the first Credit Event instead of at the time of the first Credit Event; (ii) a certificate of the Secretary, Assistant Secretary or a Financial Officer of each Credit Party, dated as of the date hereof and certifying (A) that its certificate or articles of incorporation and its By-laws have not been amended since September 29, 1993 or, in the case of Credit Parties incorporated after September 29, 1993, since the date of incorporation thereof (or if there has been any such amendment, attaching a certified copy thereof), (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect and (C) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary, Assistant Secretary or Financial Officer, as applicable; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate certificate, dated the Effective Closing Date and signed by a Financial Officer of Millennium Americathe Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b), ) and (c) of Section 5.01 hereof, the conditions set forth in this Section 5.02 and that no Event of Default presently exists and no event (including, without limitation, any Credit Event hereunder) has occurred and is continuing which would constitute a Default. (d) Each Lender shall have received its Revolving Credit Note duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 4.012.04 hereof and the Agent shall have received each other applicable Loan Document, each duly executed by the parties thereto. (be) The Administrative Agent shall have received for the benefit of the Lenders, and each Lender a signed copy of shall have had the favorable written opinion of opportunity to review and determined to be in form and substance satisfactory to them: (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇the aging of accounts of each Credit Party and a consolidated schedule of Inventory of the Credit Parties listed by manufacturer, Vice President--Legal each dated within 40 days of Millennium America and counsel for Millennium, the Closing Date; (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and evidence of the compliance by the Borrower with Section 6.03 hereof; (iii) local counsel the financial statements described in Section 4.07(b) hereof (each jurisdiction certified by a Financial Officer of the Borrower) and each of the agreements and instruments listed in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date Schedule 4.20 hereto and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.Schedule 7.02 hereto; ------------- ------------- (civ) The Administrative Agent shall have received (i) a copy of all shareholder agreements to which the certificate or articles of incorporation, as amended through the Effective Date, of each of Millennium America, Millennium, MICL and the other Loan Parties, certified by the relevant Secretary of State as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation dated the Effective Date and certifying (A)(1) that attached thereto is a true and complete copy of the by-laws of such corporation, as in effect on the date of such certificate and (2) that the certificate or articles of incorporation of such corporation have not been amended since the date of the certification thereto furnished pursuant to clause (i) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other Loan Documents Borrower or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Credit Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificate; and (iii) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of all the parties hereto. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, including, party to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required such agreements relate to be reimbursed or paid by such shareholder's interests in the Borrower hereunder or any other Loan DocumentCredit Party; (v) the three largest (based on sales revenues) franchise agreements to which the Borrower is a party, and any other franchise agreements that the Agent may in its reasonable discretion designate; (vi) a schedule listing all franchise agreements to which the Borrower or any of its subsidiaries is a party; and (vii) if requested by the Agent or any Lender, copies of the most recent annual reports that were filed with the Internal Revenue Service on Treasury Form 5500 with respect to any Plan, together with certified financial statements (if any) for the Plan and any actuarial statements on Schedule B to such Form 5500. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been released. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and the principal of and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in full.Intentionally Omitted ---------------------

First Borrowing. The obligations of On the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditionsdate hereof: (a) The Administrative Agent shall have received a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. Richard P. Bruening, Vice-President and General ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇rower, Vice President--Legal of Millennium America and counsel for Millenniumto the effect set forth in Exhibit D hereto, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date date hereof and addressed to the Lenders. 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 Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], counsel for the Administrative Agent. (c) The Administrative Agent shall have received (iI) a copy of the certificate or articles of incorporation, as amended through the Effective Dateincluding all amendments thereto, of each of Millennium America, Millennium, MICL and the other Loan PartiesBorrower, certified as of a recent date by the relevant Secretary of State of the State of Delaware and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation the Borrower dated the Effective Date date hereof and certifying (A)(1A) that attached thereto is a true and complete copy of the by-laws of such corporation, the Borrower as in effect on the date of such certificate hereof and (2) that the certificate or articles of incorporation of such corporation have not been amended at all times since a date prior to the date of the certification thereto furnished pursuant to resolutions described in clause (iB) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreementbelow, the other Loan Documents or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct true and complete copy of resolutions duly adopted by the Board of Directors of such corporation the Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions borrowings hereunder, and that said such resolutions have not been modified, rescinded or amended or revoked and are in full force and effect on effect, (c) that the certificate or articles of incorporation of the Borrower have not been amended since the date of such certificatethe 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 executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iiiiv) such other documents as the Administrative Agent Lenders or Cravath, Swaine & ▇▇▇▇▇[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received counterparts a certificate, dated the date hereof and signed by a Financial Officer of this Agreement whichthe Borrower, when taken together, bear confirming compliance with the signatures conditions precedent set forth in paragraphs (b) and (c) of all the parties heretoSection 4.01. (e) The Administrative Agent shall have received all fees Fees and other amounts due and payable on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, 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 any other Loan Documentdate hereof. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes DST Credit Agreements shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed executed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefromdelivered. (hg) The Collateral Requirement Borrower shall have terminated the Total Commitment under the Credit Agreement dated as of December 8, 1992 (the "1992 Credit Agreement"), between the Borrower, the lenders named therein and [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT], in the manner provided therein and any Loans outstanding (other than any Competitive Loans that have been made by any Lenders) thereunder (together with accrued interest on such Loans) and all accrued fees and other amounts due thereunder shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties paid in full in the jurisdictions contemplated manner provided therein (capitalized terms used in this clause (g) having the meanings ascribed to them in the 1992 Credit Agreement). The Borrower shall not have requested any additional Competitive Loans under the 1992 Credit Agreement, and each Competitive Loan that has been made by any Lenders under the 1992 Credit Agreement that remains outstanding after the date hereof shall be deemed to reduce the available Commitments hereunder by the Perfection Certificate and copies principal amount of such Competitive Loan until the financing statements (or similar documents) disclosed by repayment of such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been releasedCompetitive Loan. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and the principal of and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in full.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion opinions of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇Paul, Vice President--Legal of Millennium America and counsel for MillenniumHastings, (ii) Fried, Frank, Harris, ▇▇▇Jano▇▇▇▇ & ▇alk▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇ ▇▇▇, counsel for the Administrative Loan Parties, and of special Colorado and Illinois counsel for the Loan Parties, each dated the Closing Date, addressed to the Lenders and in form and substance reasonably satisfactory to the Agent. (cb) The Administrative Agent Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended through the Effective Dateto date, of each of Millennium Americathe Borrower, Millennium, MICL the Grantors and the other Loan PartiesGuarantors, certified as of a recent date by the relevant Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, each such corporation Grantor and Guarantor, dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporation, 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 item (2B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this 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 is in full force and effect, (C) that such person's certificate or articles of incorporation of such corporation or constitutive documents have not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as applicable; (iii) a certification by certificate of another officer of such Loan Party person's officers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateits Secretary; and (iiiiv) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the Closing Date and signed by the Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.1 hereof and the conditions set forth in this Agreement whichSection 5.2. (d) Each Lender shall have received its Revolving Credit Note duly executed by the Borrower, when taken together, bear payable to its order and otherwise complying with the signatures provisions of all the parties heretoSection 2.4 hereof. (e) The Administrative Agent shall have received the Security Documents in form, scope and amount satisfactory in all fees and other amounts due and payable on or prior respects to the Effective Date as provided Agent and certificates evidencing the Pledged Stock, together with undated stock powers executed in the fee letter agreement dated May 11blank, 2001, between Millennium America and the Administrative Agent, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid each duly executed by the Borrower hereunder or any other Loan Documentapplicable Grantors. (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Senior Unsecured Note IndentureLenders of a UCC Reporter Service, certified by a Financial Officer listing all effective financing statements which name as complete debtor the Borrower, any Guarantor or any Grantor and correctwhich are filed in the appropriate offices in the states or other applicable jurisdictions in which are located the chief executive office and other 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 7.2 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (g) The issuance and sale 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 Senior Unsecured Notes Agent for its own benefit and for the benefit of the Lenders a first priority perfected Lien in the Collateral (subject to the Liens permitted by Section 7.2) shall have beenbeen properly filed, registered or shall simultaneously with recorded in each jurisdiction in which the initial borrowing under this Agreement befiling, completed and Millennium America registration or recordation thereof is so required or requested. The Agent shall have received gross cash proceeds an acknowledgment copy, or other evidence satisfactory to it, of not less than $200,000,000 therefromeach such filing, registration or recordation. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of tax and other Liens, and judgments and of the UCC (or equivalent) Uniform Commercial Code filings made with respect to the Loan Parties Borrower and each Grantor in the jurisdictions contemplated by in which the Perfection Certificate Borrower and copies of the financing statements (or similar documents) disclosed by such search each Grantor are doing business and/or in which any Collateral is located, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or in which Uniform Commercial Code filings have been releasedmade against the Borrower, each Guarantor and each Grantor pursuant to paragraph (g) above. (i) All legal matters incidental to this Agreement The Lenders and the borrowings hereunder Agent shall have received and determined to be in form and substance satisfactory to them: (i) a schedule and aging of accounts receivable of the Borrower dated as of the most recent end of month prior to the Closing Date; (ii) evidence that the Borrower has Availability after giving effect to the Revolving Credit Loans made on the Closing Date of not less than $25,000,000 (without giving effect to the Aetna Letters of Credit and that the reimbursement exposure under such Aetna Letters of Credit does not exceed $21,000,000); (iii) a copy of a field examination of the Borrower's books and records; (iv) a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.3 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Agent as additional insured, in form and substance satisfactory to the Agent; (v) the financial statements described in Section 4.7 hereof; (vi) evidence of payment of all fees owed to the Agent, the Lenders by the Borrower under this Agreement, the Securities Exchange Agreement or otherwise; (vii) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrower and each of the Grantors and Guarantors) to Cravaththe Transactions have been received; (viii) copies of all material customer, Swaine & ▇▇▇▇▇supplier contracts and employment and non-compete agreements with respect to the Parent, counsel for the Administrative AgentBorrower and the Subsidiaries which are material to the Parent's, the Borrower's and such Subsidiaries' business taken as a whole; (ix) a certificate of the Chief Financial Officer of the Borrower, dated the Closing Date, stating that there has been no material adverse change in the business, assets, operations or financial condition of the Parent and its Subsidiaries since December 31, 1997; and (x) evidence of the repayment in full of existing senior credit arrangements and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness (other than the Bridge Notes) as required under paragraph (f) above. (j) The commitments 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 lenders under Borrower, its Subsidiaries, the Existing Credit Agreement Grantors and the Guarantors and to make copies thereof, to conduct customer, payor 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, checkings and audit shall have been terminated satisfactory to the Agent and the principal of and interest on Lenders in all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in fullmaterial respects.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) Each Lender shall have received the favorable written opinion of counsel for each Credit Party, substantially in the form of Exhibit B hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Agent. (b) The Administrative Agent shall have received (i) a certificate as to the good standing of each Credit Party from the Secretary of State or other appropriate official of the state or county of its organization or location, as appropriate, in each case dated as of a recent date; (ii) a certificate of the Secretary, Assistant Secretary or a Financial Officer of each Credit Party, dated as of the date hereof and certifying (A) that its certificate or articles of incorporation and its By-laws have not been amended since November 7, 1995 or, in the case of Credit Parties incorporated after November 7, 1995, since the date of incorporation thereof (or if there has been any such amendment, attaching a certified copy thereof), (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect and (C) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person 5 officers as to incumbency and signature of its Secretary, Assistant Secretary or Financial Officer, as applicable; and (iv) such other documents as the Agent or any Lender may reasonably request. (c) The Agent shall have received a certificate certificate, dated the Effective Closing Date and signed by a Financial Officer of Millennium Americathe Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b), ) and (c) of Section 5.01 hereof, the conditions set forth in this Section 5.02 and that no Event of Default presently exists and no event (including, without limitation, any Credit Event hereunder) has occurred and is continuing which would constitute a Default. (d) Each Lender shall have received its Revolving Credit Note duly executed by the Borrower, payable to its order and otherwise complying with the provisions of Section 4.012.04 hereof and the Agent shall have received each other applicable Loan Document, each duly executed by the parties thereto. (be) The Administrative Agent shall have received for the benefit of the Lenders, and each Lender a signed copy of shall have had the favorable written opinion of opportunity to review and determined to be in form and substance satisfactory to them: (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇the aging of accounts of each Credit Party and a consolidated schedule of Inventory of the Credit Parties listed by manufacturer, Vice President--Legal each dated within 40 days of Millennium America and counsel for Millennium, the Closing Date; (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and evidence of the compliance by the Borrower with Section 6.03 hereof; (iii) local counsel the financial statements described in section 4.07(b) hereof (each jurisdiction certified by a Financial Officer of the Borrower) and each of the agreements and instruments listed in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date Schedule 4.20 hereto and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.Schedule 7.02 hereto; (civ) The Administrative Agent shall have received (i) a copy of all shareholder agreements to which the certificate or articles of incorporation, as amended through the Effective Date, of each of Millennium America, Millennium, MICL and the other Loan Parties, certified by the relevant Secretary of State as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation dated the Effective Date and certifying (A)(1) that attached thereto is a true and complete copy of the by-laws of such corporation, as in effect on the date of such certificate and (2) that the certificate or articles of incorporation of such corporation have not been amended since the date of the certification thereto furnished pursuant to clause (i) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other Loan Documents Borrower or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Credit Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificate; and (iii) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of all the parties hereto. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, including, party to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required such agreements relate to be reimbursed or paid by such shareholder's interests in the Borrower hereunder or any other Loan DocumentCredit Party; (v) the three largest (based on sales revenues) franchise agreements to which the Borrower is a party, and any other franchise agreements that the Agent may in its reasonable discretion designate; (vi) a schedule listing all franchise agreements to which the Borrower or any of its subsidiaries is a party; and (vii) if requested by the Agent or any Lender, copies of the most recent annual reports that were filed with the Internal Revenue Service on Treasury Form 5500 with respect to any Plan, together with certified financial statements (if any) for the Plan and any actuarial statements on Schedule B to such Form 5500. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been released. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated and the principal of and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in full.Intentionally Omitted

First Borrowing. The obligations of On the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditionsClosing Date: (a) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇ ▇▇▇▇▇▇▇ LLP, counsel for the Administrative AgentBorrower, in such form and substance reasonably satisfactory to the Required Lenders. (cb) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or formation (or equivalent thereof), as amended through the Effective Dateincluding all amendments thereto, of each of Millennium AmericaLoan Party (as applicable, Millennium, MICL and the other “Loan PartiesParty Governance Documents”), certified as of a recent date by the relevant Secretary of State (or equivalent thereof) of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or equivalent thereof); (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Loan Party dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as applicable, of such corporation, Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, or other applicable governing body, of such certificate Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (2C) that the certificate or articles of incorporation Loan Party Governance Documents of such corporation Loan Party have not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other any Loan Documents Document or any other instrument or document delivered in connection herewith and a certification by another officer on behalf of such Loan Party Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred pursuant to in this sub-clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateabove; and (iiiiv) such other documents as the Lenders or the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (dc) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (b) and (c) of Section 4.01. (i) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear an executed Agent Fee Letter and (ii) the signatures of all the parties hereto. (e) The Administrative Agent and the Lenders shall have received all fees Fees and other amounts due and payable pursuant to any Loan Document on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative AgentClosing 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. (e) 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. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent Lenders shall have received a completed Perfection Certificate with respect to the Loan Parties dated the Effective Closing Date and signed duly executed by a Financial Responsible Officer of Millennium Americathe Borrower, together with all attachments contemplated thereby, including and shall have received the results of a search of the UCC Uniform Commercial Code filings (or equivalentequivalent filings) filings made with respect to the Loan Parties in the jurisdictions contemplated by the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate and Certificate, together with copies of the financing statements (or similar documents) disclosed by such search search, and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) 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 or to name the Administrative Agent as additional insured, as applicable, in form and substance reasonably satisfactory to the Required Lenders. (h) The Administrative Agent that and the Liens indicated Lenders shall have received (i) the Subordination Agreement, duly executed by such financing statements the parties thereto and in full force and effect on the Closing Date and (or similar documentsii) are permitted the JV Consent Documents permitting the granting of Liens, in favor of the Administrative Agent (for the benefit of the Secured Parties), in all of the Equity Interests held by Section 6.01 or have been releasedany Loan Party in the Alpha Steel JV. (i) All legal matters incidental to this Agreement The Administrative Agent and the borrowings hereunder Lenders shall be satisfactory to have received executed copies of the Lenders Subordinated Debt Documents, duly executed by the parties thereto and to Cravathin full force and effect on the Closing Date, Swaine & ▇▇▇▇▇, counsel for certified by a Responsible Officer of the Administrative AgentBorrower as true and correct copies of all of the documents executed in connection with the Subordinated Indebtedness. (j) The commitments Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the lenders under Borrower certifying that each of the Existing Credit Agreement Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties (subject to approval of the Special Meeting Matters) 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. (l) The Governance Rights Side Letter shall have been terminated duly executed by the Borrower, shall be in full force and effect on the Closing Date. (m) The Administrative Agent and the principal of and interest on all loans and all other obligations accrued or owing thereunder Lenders shall have beenreceived, or shall simultaneously to the extent requested, at least five Business Days prior to the Closing Date, all 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. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the initial Credit Event hereunder beconditions precedent specified in this Section 4.02, paid in fulleach Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.02 to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

First Borrowing. The obligations of On the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditionsClosing Date: (a) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a certificate dated the Effective Date and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇LLP, counsel for the Administrative AgentBorrower, in such form and substance reasonably satisfactory to the Required Lenders. (cb) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporationincorporation or formation (or equivalent thereof), as amended through the Effective Dateincluding all amendments thereto, of each of Millennium AmericaLoan Party (as applicable, Millennium, MICL and the other “Loan PartiesParty Governance Documents”), certified as of a recent date by the relevant Secretary of State (or equivalent thereof) of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or equivalent thereof); (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Loan Party dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as applicable, of such corporation, Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, or other applicable governing body, of such certificate Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (2C) that the certificate or articles of incorporation Loan Party Governance Documents of such corporation Loan Party have not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation executing this Agreement, the other any Loan Documents Document or any other instrument or document delivered in connection herewith and a certification by another officer on behalf of such Loan Party Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred pursuant to in this sub-clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateabove; and (iiiiv) such other documents as the Lenders or the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (dc) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (b) and (c) of Section 4.01. (i) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear an executed Agent Fee Letter and (ii) the signatures of all the parties hereto. (e) The Administrative Agent and the Lenders shall have received all fees Fees and other amounts due and payable pursuant to any Loan Document on or prior to the Effective Date as provided in the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative AgentClosing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket out‑of‑pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) 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. (f) The Administrative Agent shall have received copies of the Senior Unsecured Note Indenture, certified by a Financial Officer as complete and correct. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds of not less than $200,000,000 therefrom. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent Lenders shall have received a completed Perfection Certificate with respect to the Loan Parties dated the Effective Closing Date and signed duly executed by a Financial Responsible Officer of Millennium Americathe Borrower, together with all attachments contemplated thereby, including and shall have received the results of a search of the UCC Uniform Commercial Code filings (or equivalentequivalent filings) filings made with respect to the Loan Parties in the jurisdictions contemplated by the states (or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate and Certificate, together with copies of the financing statements (or similar documents) disclosed by such search search, and accompanied by evidence satisfactory to the Required Lenders that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (g) 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 or to name the Administrative Agent as additional insured, as applicable, in form and substance reasonably satisfactory to the Required Lenders. (h) The Administrative Agent that and the Liens indicated Lenders shall have received (i) the Subordination Agreement, duly executed by such financing statements the parties thereto and in full force and effect on the Closing Date and (or similar documentsii) are permitted the JV Consent Documents permitting the granting of Liens, in favor of the Administrative Agent (for the benefit of the Secured Parties), in all of the Equity Interests held by Section 6.01 or have been releasedany Loan Party in the Alpha Steel JV. (i) All legal matters incidental to this Agreement The Administrative Agent and the borrowings hereunder Lenders shall be satisfactory to have received executed copies of the Lenders Subordinated Debt Documents, duly executed by the parties thereto and to Cravathin full force and effect on the Closing Date, Swaine & ▇▇▇▇▇, counsel for certified by a Responsible Officer of the Administrative AgentBorrower as true and correct copies of all of the documents executed in connection with the Subordinated Indebtedness. (j) The commitments Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the lenders under Borrower certifying that each of the Existing Credit Agreement Loan Parties after giving effect to the Transactions to occur on the Closing Date, is solvent. (k) All requisite Governmental Authorities and third parties (subject to approval of the Special Meeting Matters) 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. (l) The Governance Rights Side Letter shall have been terminated duly executed by the Borrower, shall be in full force and effect on the Closing Date. (m) The Administrative Agent and the principal of and interest on all loans and all other obligations accrued or owing thereunder Lenders shall have beenreceived, or shall simultaneously to the extent requested, at least five Business Days prior to the Closing Date, all 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. Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the initial Credit Event hereunder beconditions precedent specified in this Section 4.02, paid in fulleach Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.02 to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Effective Date Closing Date, addressed to the Lenders and signed by a Financial Officer of Millennium America, confirming compliance with satisfactory to the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01Agent. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporationincorporation or constitutive documents, in each case as amended through the Effective Dateto date, of each of Millennium Americathe Borrowers, Millennium, MICL the Grantors and the other Loan PartiesGuarantors, certified as of a recent date by the relevant Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated -48- 54 as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation of the Borrowers, Grantor and Guarantor, dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporation, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (2B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation of such corporation have or constitutive documents has not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as applicable; (iii) a certification by certificate of another officer of such Loan Party person's offficers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateits Secretary; and (iiiiv) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the Closing Date and signed by the Financial Officer of each of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Agreement whichSection 5.02. (d) Each Lender shall have received its Term Note and Revolving Credit Note (which Notes shall replace the Revolving Credit Notes issued in connection with the First Amended Agreement, when taken togethersuch replaced Notes to be returned to Airxcel by the Lenders holding same, bear marked "canceled" promptly after the signatures Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of all the parties heretoSection 2.04 hereof. (e) The Administrative Agent shall have received all fees and other amounts due and payable on (x) such amendments or prior to confirmations (as requested by the Effective Date Agent) of the Security Documents existing as provided in of the fee letter agreement dated May 11Closing Date, 2001, between Millennium America and (y) such additional Security Documents (as requested by the Administrative Agent, including, but not limited to, an Assignment of Contract relating to the extent invoicedAcquisition Documents and the Mortgages, reimbursement or payment of together with title insurance in form, scope and amount satisfactory in all out-of-pocket expenses required respects to the Agent) to be reimbursed or paid executed and delivered in connection with the Transactions and (z) certificates evidencing the Pledged Stock to be pledged on the Closing Date, together with undated stock powers executed in blank, each duly executed by the Borrower hereunder or any other Loan Documentapplicable 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 (including, without limitation, 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 Administrative Agent shall have received copies an acknowledgment copy, or other evidence satisfactory to it, of the Senior Unsecured Note Indentureeach such filing, certified by a Financial Officer as complete and correctregistration or recordation. (g) The issuance and sale of the Senior Unsecured Notes shall have been, or shall simultaneously with the initial borrowing under this Agreement be, completed and Millennium America Agent shall have received gross cash proceeds the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to each of the Borrowers and each Grantor in the jurisdictions in which the Borrowers are doing business and/or in which any Collateral acquired pursuant to the Acquisition is located, and in which Uniform Commercial Code filings have been made against each Borrower, each Guarantor and each Grantor pursuant to paragraph (f) above. With respect to any Liens not less than $200,000,000 therefrompermitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (h) The Collateral Requirement shall have been satisfied Lenders and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made Phase One environmental study with respect to the Loan Parties properties located in the jurisdictions contemplated Dayton, Tennessee and Elkhart, Indiana conducted by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably a firm satisfactory to the Administrative Agent that and the Liens indicated by Lenders, and the scope, methodology and results of such financing statements (or similar documents) are permitted by Section 6.01 or have been releasedenvironmental audit shall be satisfactory to the Agent in all respects. (i) All legal matters incidental 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 each Loan Party, (x) all contingent liabilities of the Borrowers and their subsidiaries, as reportable under GAAP, (y) all pending litigation involving the Borrowers or their respective subsidiaries or any of their respective businesses, assets or rights and (z) all operating and capital leases; (ii) a copy of a field examination of the books and records of SMC; (iii) evidence of the compliance by the Borrowers 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 applicable laws and regulations; (vi) evidence that the Borrowers and their subsidiaries are in compliance with all Environmental Laws; (vii) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement and the borrowings hereunder shall be satisfactory or otherwise; (viii) evidence that all requisite third party consents (including, without limitation, consents with respect to the Lenders Borrowers and each of the Grantors and Guarantors) to Cravaththe Transactions have been received; (ix) evidence that there has been no material adverse change in the business, Swaine & assets, operations or financial condition of (x) Airxcel and its subsidiaries since December 31, 1996, (y) Crispaire Corporation and its subsidiaries since October 31, 1996 or (z) SMC and its subsidiaries since April 30, 1997; (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 Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; (xi) evidence that the Investor Group, Larr▇ ▇▇▇▇▇ ▇▇▇ Dean ▇▇▇▇▇▇ have made an equity investment in Holdings in an aggregate amount not less than $3,996,000; and (xii) evidence of the repayment in full of existing credit arrangements with NationsBank, counsel for N.A. and the Administrative Agenttermination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness. (j) The commitments 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 SMC and to make copies thereof, and the lenders under the Existing Credit Agreement results of such examination and audit shall have been terminated satisfactory to the Agent and the principal of and interest on Lenders in all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in fullrespects.

First Borrowing. The obligations On the date of the Lenders to make the initial Loans and of the Issuing Banks to issue the initial Letters of Credit hereunder shall be subject to the satisfaction of the following conditionsBorrowing: (a) The Administrative Agent shall have received a certificate dated the Effective Date received, and signed by a Financial Officer of Millennium America, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (b) The Administrative Agent each Lender shall have received for the benefit of each Lender a signed copy of copies of, the favorable written opinion opinions of (i) C. ▇▇▇▇ ▇. ▇▇▇▇, Esq., Assistant Corporate Secretary of the Borrower, to the effect set forth in Exhibit E-1 hereto, (ii) ▇▇▇▇▇, Polk & ▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millenniumthe Borrower, to the effect set forth in Exhibit E-2 hereto, and (iiiii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Panamanian counsel for Millennium America and Millennium and (iii) local counsel the Borrower, to the effect set forth in Exhibit E-3 hereto, in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each case dated the Effective Date date hereof and addressed to the Lenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received, and each Lender shall have received copies of, (i) a copy of the certificate or articles of incorporation, as amended through the Effective Dateincluding all amendments thereto, of each of Millennium America, Millennium, MICL and the other Loan PartiesBorrower, certified by as of a recent date in a manner customary under Panamanian Law, and a certificate as to the relevant Secretary good standing of State the Borrower as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation the Borrower dated the Effective Date date hereof and certifying (A)(1A) that attached thereto is a true and complete copy of the by-laws of such corporation, the Borrower as in effect on the date of such certificate hereof and (2) that the certificate or articles of incorporation of such corporation have not been amended at all times since a date prior to the date of the certification thereto furnished pursuant to resolutions described in clause (iB) above and (3) as to the incumbency and specimen signature of each officer of such corporation executing this Agreementbelow, the other Loan Documents or any other instrument or document delivered in connection herewith and a certification by another officer of such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct true and complete copy of resolutions duly adopted by the Board of Directors of such corporation the Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions borrowings hereunder, and that said such resolutions have not been modified, rescinded or amended or revoked and are in full force and effect on effect, (C) that the certificate or articles of incorporation of the Borrower have not been amended since the date of such certificatethe 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 executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iiiiv) such other documents as the Administrative Agent Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received, and each Lender shall have received counterparts a copy of, a certificate, dated the date hereof and signed by a Financial Officer of this Agreement whichthe Borrower, when taken together, bear confirming compliance with the signatures conditions precedent set forth in paragraphs (b) and (c) of all the parties heretoSection 4.01. (e) The Administrative Agent and the Lenders shall have received all fees Fees and other amounts due and payable on or prior to the Effective Date date hereof, including all fees described in a letter dated as provided in the fee letter agreement dated of May 117, 20011999 among Citibank, between Millennium America N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and the Administrative Agent, including, to Borrower (the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document"Fee Letter"). (f) The Except as otherwise agreed by the Administrative Agent shall have received copies Agent, the terms of the Senior Unsecured Note IndentureTender Offer (including, certified by a Financial Officer as complete without limitation, the per Share price to be offered therein and correctthe conditions to the Borrower's obligations to purchase Shares) shall be those set forth in the Offer Documents and the Merger Agreement, each in the form heretofore delivered to the Administrative Agent. (g) The issuance and sale Administrative Agent shall be satisfied that no legal, contractual or other impediment will exist that could reasonably be expected to prevent the completion of the Senior Unsecured Notes shall have been, or shall simultaneously with Merger promptly following the initial borrowing under this Agreement be, completed and Millennium America shall have received gross cash proceeds purchase of not less than $200,000,000 therefromShares pursuant to the Tender Offer. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated be satisfied that JRMSA, JRMHI, JRMI, Creole and MIICO hold, free of any Liens, cash, cash equivalents and investments in debt securities available for the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search making of the UCC (JRMSA Payment in an amount at least equal to $575,000,000 and that no legal, contractual or equivalent) filings made with respect other impediment will exist that could reasonably be expected to prevent the Loan Parties in the jurisdictions contemplated making by the Perfection Certificate JRMSA, JRMHI, JRMI, Creole and copies MIICO of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to JRMSA Payment promptly following the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or have been releasedMerger. (i) All legal matters incidental to this Agreement and the borrowings hereunder shall be satisfactory The conditions to the Lenders purchase of Shares pursuant to the Tender Offer shall have been satisfied without any amendment or waiver (except for amendments and to Cravath, Swaine & ▇▇▇▇▇, counsel waivers that do not affect the price paid for the Administrative AgentShares and otherwise comply with Section 6.11), and at least a majority of the Shares shall have been or shall on the Effective Date simultaneously with the first Borrowing hereunder be accepted for purchase pursuant to the Tender Offer on the terms set forth therein and in accordance with applicable law. (j) The commitments Collateral Agent shall have received (i) counterparts of the lenders under Pledge Agreement signed on behalf of each Loan Party, (ii) certificates (with appropriate notations being made in the Existing Credit Agreement shall have been terminated share registry) representing all the outstanding shares of capital stock of Acquisition Sub and the principal of and interest on all loans JRMSA, and all other obligations accrued securities convertible into or owing thereunder exchangeable for shares of capital stock of Acquisition Sub or JRMSA, owned by or on behalf of any Loan Party and (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificates; provided that the requirements of the preceding clauses (ii) and (iii) shall be deemed satisfied insofar as they relate to Shares purchased in the Tender Offer if arrangements satisfactory to the Collateral Agent shall be in effect for the perfection of the Collateral Agent's security interest in such Shares promptly following the acceptance of such Shares pursuant to the Tender Offer. (k) The Borrower shall have beendelivered to the Administrative Agent for each Lender a statement on Federal Reserve Form U-1 in compliance with Regulation U of the Board of Governors of the Federal Reserve System and each Lender shall be satisfied, or shall simultaneously on the basis of the information contained in such statement, that the Loans will comply with the initial Credit Event hereunder be, paid in full.Regulation U.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue the initial Letters of first Credit Event hereunder shall be is subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Effective Date Closing Date, addressed to the Lenders and signed by a Financial Officer of Millennium America, confirming compliance with satisfactory to the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01Agent. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, certificate of formation or constitutive documents, in each case as amended through the Effective Dateto date, of each of Millennium AmericaBorrower, Millennium, MICL Grantor and the other Loan PartiesGuarantor, certified as of a recent date by the relevant Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Borrower, Grantor and Guarantor, dated the Effective Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporationor operating agreement, as the case may be, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (2B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors (or comparable governing body) authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes and the other Loan Documents, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation of such corporation have or constitutive documents has not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as applicable; (iii) a certification by certificate of another officer of such Loan Party person's officers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificateits Secretary; and (iiiiv) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Agreement whichSection 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers (which Notes shall replace the "Revolving Credit Note" and "Term Note", when taken togetherrespectively, bear issued in connection with the signatures Original Credit Agreement, such replaced Notes to be returned to the Borrowers by the Lenders holding same, marked "cancelled" promptly after the Closing Date), payable to its order and otherwise complying with the provisions of all the parties heretoSection 2.04 hereof. (e) The Administrative Agent shall have received all fees and other amounts due and payable on (i) such amendments to or prior to confirmations (as requested by the Effective Date as provided in Agent) of the fee letter agreement dated May 11, 2001, between Millennium America and the Administrative Agent, Security Documents (including, to without limitation, the extent invoicedMortgage, reimbursement or payment together with such endorsements as are requested by the Agent) existing as of all out-of-pocket expenses required the Closing Date, (ii) such additional Security Documents (as requested by the Agent) to be reimbursed or paid executed and delivered in connection with the Transactions and (iii) certificates (together with undated stock powers executed in blank) evidencing the Pledged Stock (including, without limitation, replacement certificates (and stock powers) indicating that Enterprises is the holder of the Pledged Stock consisting of stock of Millbrook), each duly executed by the Borrower hereunder or any other Loan Documentapplicable Grantors. (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Senior Unsecured Note IndentureLenders of a UCC Reporter Service, certified by a Financial Officer listing all effective financing statements which name as complete debtor Manischewitz and correctwhich are filed in the appropriate offices in the States in which are located the chief executive office and other 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 substance reasonably satisfactory to it. (g) The issuance and sale 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 Senior Unsecured Notes Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired in connection with the Manischewitz Acquisition shall have beenbeen properly filed, registered or shall simultaneously with recorded in each jurisdiction in which the initial borrowing under this Agreement befiling, completed and Millennium America registration or recordation thereof is so required or requested. The Agent shall have received gross cash proceeds an acknowledgment copy, or other evidence satisfactory to it, of not less than $200,000,000 therefromeach such filing, registration or recordation. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of tax and other Liens, and judgments and of the UCC (or equivalent) Uniform Commercial Code filings made with respect to the Loan Parties Manischewitz in the jurisdictions contemplated by the Perfection Certificate in which Manischewitz is doing business and/or in which any Collateral is located, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.01 or in which Uniform Commercial Code filings have been releasedmade against Manischewitz pursuant to paragraph (g) above. (i) All legal matters incidental to this Agreement The Lenders and the borrowings hereunder Agent shall have received and determined to be in form and substance satisfactory to them: (i) evidence that the Borrowers have at least $35,000,000 of Availability on the Closing Date (after giving effect to the Transactions and the Holdings Transactions); (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) internal management prepared financial statements for Manischewitz for the month ended February 28, 1998; (v) evidence that the Transactions are in compliance with all applicable laws and regulations; (vi) evidence of payment of all fees, costs and expenses owed to the Agent, the Co-Agent and the Lenders by the Borrowers under this Agreement, the Fee Letter or otherwise; (vii) evidence that all requisite third party consents (including, without limitation, consents with respect to the Borrowers and each of the Grantors and Guarantors) to Cravaththe Transactions have been received, Swaine & ▇▇▇▇▇except where the failure to obtain certain consents would not have a Material Adverse Effect; (viii) a schedule of all subsidiaries and Affiliates of the Borrowers and the Guarantors; (ix) a schedule of all material customer contracts, counsel for supplier contracts, licensing agreements and other material contracts with respect to Manischewitz; (x) evidence that there has been no material adverse change in the Administrative Agentbusiness, assets, operations or financial condition of (x) Millbrook and its subsidiaries since December 31,1997 or (y) Manischewitz and its subsidiaries since January 31, 1998; (xi) evidence of the repayment in full of exiting credit arrangements with respect to Manischewitz and the termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness as required under paragraph (f) above; and (xii) a schedule of all pending litigation of the Borrowers and the Guarantors and 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 in writing against a Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions. (j) The commitments of the lenders under the Existing Credit Agreement shall have been terminated Agent has received environmental reports and/or information with respect to real property owned by Manischewitz and the principal of has determined that such reports and/or information is in form and interest on all loans and all other obligations accrued or owing thereunder shall have been, or shall simultaneously with the initial Credit Event hereunder be, paid in fullsubstance satisfactory to it.

First Borrowing. The obligations of the Lenders to make the initial Loans and in respect of the Issuing Banks to issue first Credit Event under the initial Letters of First Amended and Restated Credit hereunder shall be Agreement were subject to the satisfaction of the following conditionsadditional conditions precedent: (a) The Administrative Agent Lenders shall have received a certificate the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of Exhibit C hereto, dated the Effective Date First Amended and signed by a Financial Officer of Millennium AmericaRestated Closing Date, confirming compliance with addressed to the conditions precedent set forth in paragraphs (b), (c) Lenders and (d) of Section 4.01the Agent and satisfactory to the Agent and Lenders. (b) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion of (i) C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President--Legal of Millennium America and counsel for Millennium, (ii) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Millennium America and Millennium and (iii) local counsel in each jurisdiction in which any material Foreign Subsidiary whose Equity Interests are to be pledged under the Pledge Agreements is located, each dated the Effective Date and addressed to the Lenders and substantially in the forms set forth in Exhibits C-1, C-2 and C-3 respectively, and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the agreement of limited partnership, certificate or articles of incorporationincorporation or constitutive documents, in each case as amended through the Effective Dateto date, of each of Millennium Americathe Borrowers, Millennium, MICL the Grantors and the other Loan PartiesGuarantors, certified as of a recent date by the relevant Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) a certificate of the Secretary or an Assistant Secretary of each such corporation Borrower, Grantor and Guarantor, dated the Effective First Amended and Restated Closing Date and certifying (A)(1A) that attached thereto is a true and complete copy of the bysuch person's By-laws of such corporation, as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (2B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by the general partner of each Borrower which is a partnership, and by each corporate Borrower's Board of Directors, authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's agreement of limited partnership, certificate or articles of incorporation of such corporation have or constitutive documents has not been amended since the date of the certification last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above above, and (3D) as to the incumbency and specimen signature of each officer of such corporation person's officers executing this Agreement, the other Loan Documents Notes, each Security Document or any other instrument or document Loan Document delivered in connection herewith and or therewith, as appli- cable; (ii) a certification by certificate of another officer of such Loan Party person's officers as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii), and (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such corporation authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the Transactions and that said resolutions have not been amended or revoked and are in full force and effect on the date of such certificate; its Secretary and (iii) such other documents as the Administrative Agent or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent, any Lender may reasonably request. (dc) The Administrative Agent shall have received counterparts a certificate, dated the First Amended and Restated Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Agreement whichSection 5.02. (d) Each Lender shall have received its Revolving Credit Note and Term Note duly executed by the Borrowers, when taken together, bear payable to its order and otherwise complying with the signatures provisions of all the parties heretoSection 2.04 hereof. (e) The Administrative Agent shall have received the Security Documents including, without limitation, the Mortgages (except as set forth in Section 6.21(a) hereof) (together with policies of title insurance in form, scope and amount satisfactory in all fees and other amounts due and payable on or prior respects to the Effective Date as provided Agent), and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the fee letter agreement dated May 11applicable Grantors, 2001, between Millennium America and the Administrative Agent, including, including evidence satisfactory to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required Agent that each Notice to be reimbursed or paid Broker executed by Chock in connection with the Pledge Agreement (Investment Account) was delivered to and received by the Borrower hereunder or any other Loan Documentbroker named therein. (f) The Administrative Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Senior Unsecured Note IndentureLenders of a UCC Reporter Service, certified by a Financial Officer listing all effective financing statements which name as complete debtor any Borrower, any Guarantor or any Grantor and correctwhich are filed in the appropriate offices in the States in which are located the chief executive office and other 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 substance satisfactory to it. (g) The issuance Each document (including, without limitation, each Uniform Commercial Code financing statement and sale each real property mortgage or deed of trust 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 Senior Unsecured Notes Agent for the benefit of the Lenders a first priority perfected security interest in the Collateral shall have been, or shall simultaneously with the initial borrowing under this Agreement be in a form such that it can promptly be, completed and Millennium America 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 gross cash proceeds an acknowledgment copy, or other evidence satisfactory to it, of not less than $200,000,000 therefromeach such filing, registration or recordation which has been completed before the First Amended and Restated Closing Date. (h) The Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of Millennium America, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) tax and other liens, judgments and of Uniform Commercial Code filings made with respect to the Loan Parties each Borrower and each Grantor in the jurisdictions contemplated each jurisdiction requested by the Perfection Certificate and copies of the financing statements (Agent and/or in which any Borrower, Grantor or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (Guarantor is doing business or similar documents) are permitted by Section 6.01 or have been releasedin which any Collateral is located. (i) All legal matters incidental to this Agreement The Lenders and the borrowings hereunder Agent shall have received and determined to be in form and substance satisfactory to them: (i) the schedule and aging of accounts receivable of Chock and its subsidiaries (other than C▇▇▇'▇) as at October 31, 1992, and of C▇▇▇'▇ as at the end of October, 1992, and inventory designations of Chock and its subsidiaries (other than C▇▇▇'▇) as at October 31, 1992, and of C▇▇▇'▇ as at the end of October, 1992; (ii) evidence that after giving effect to the Loans to be made on the First Amended and Restated Closing Date together with payment of all fees and expenses in connection with the Acquisition, there shall be not less than $8,000,000 of Undrawn Availability; (iii) evidence that the Borrowers have at least $95,000,000 of Subordinated Indebtedness outstanding on the First Amended and Restated Closing Date, excluding any conversions of such Subordinated Indebtedness to common stock since July 31, 1992; (iv) a copy of a field examination of the Borrowers' books and records; (v) evidence of the compliance by the Borrowers with Section 6.03 hereof including, without limitation, title insurance with respect to all real property of the Borrowers; (vi) the financial statements described in Section 4.07 hereof, and, in addition, the Agent shall have determined to its satisfaction that such statements do not differ in any material respect from drafts previously delivered to the Agent; (vii) evidence that the Transactions are in compliance with all applicable laws and regulations; (viii) the results of an environmental audit with respect to the Borrowers' and subsidiaries' properties and operations conducted by a firm satisfactory to the Agent and the Lenders, and the scope, methodology and results of such environmental audit shall be satisfactory to the Agent and Lenders in all respects; (ix) evidence of payment of all fees owed to the Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letters or otherwise; (x) evidence that all requisite third party consents (including, without limitation, consents with respect to Cravatheach of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (xi) the results of appraisals of the Borrowers' and subsidiaries' real property and personal property; (xii) evidence that there are no actions, Swaine & 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 Transactions; (xiii) the September 30, 1992 statement of income and balance sheet of Chock and its subsidiaries (other than C▇▇▇'▇), including data regarding Capital Expenditures, depreciation and amortization; (xiv) landlord waiver and consent agreements for all leased premises, and warehousemen letters with respect to each warehouse, of Chock and its subsidiaries (other than such locations of C▇▇▇'▇ and all locations of Hillside as are listed in Schedule 6.19 hereto); (xv) a Form U-1 for each of the Borrowers; and (xvi) if issued, counsel management letters of Chock for the Administrative AgentFiscal Years 1989, 1990 and 1991. (j) The commitments 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 lenders under Borrowers, subsidiaries, the Existing Credit Agreement Grantors and the Guarantors and to make copies thereof, 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 terminated satisfactory to the Agent and the principal of Lenders in all respects. (k) The Agent and interest on all loans and all other obligations accrued or owing thereunder Lenders shall have beenreceived and had the opportunity to review and determine to be in form and substance satisfactory: (i) copies of all lease agreements entered into by any of the Borrowers and their subsidiaries; and (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers, their subsidiaries, Grantors or shall simultaneously with the initial Credit Event hereunder be, paid in fullGuarantors.