Common use of First Credit Event Clause in Contracts

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of the Lenders and each L/C Issuer on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (ia) a counterpart of this Agreement signed on behalf of such party or (iib) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) Borrower duly executed Notes payable to the order of each Lender in a principal amount equal to its Revolving Facility Commitment dated as of the Closing Date, and (iii) each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Guaranty Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion opinions of (i) (a) Wachtell, Lipton, R▇▇▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇▇ L.L.P., J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware special U.S. counsel for the Loan Parties and (c) CParties, Van ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house special Dutch counsel for the Loan PartiesFrank’s International C.V. and Oilfield Equipment Rental B.V., in and special British Virgin Islands counsel for Frank’s International West Africa (BVI) Limited and Frank’s International (BVI) Limited, each case, in form and substance reasonably satisfactory to the Administrative Agent (iiA) Stikeman Elliott LLPdated the Closing Date, Canadian counsel for (B) addressed to each Issuing Bank on the Loan Parties with respect to Closing Date, the laws of Ontario, British Columbia Administrative Agent and Alberta, the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings each Loan Party hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) belowfollowing: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (xA) in case of a company organized under the laws of the Netherlands, issued as a true copy by the relevant civil-law notary, with an excerpt from the trade register in the Netherlands, (B) in the case of a any other corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), ) or (yC) in the case of a partnership of or limited liability company, certified by the manager, Secretary or Assistant Secretary Secretary, or other appropriate officer the general partner, managing member or sole member, of each such Loan Party;; and (ii) a certificate of the managerSecretary, directorAssistant Secretary, Secretary or Assistant Secretary Director, President or similar officer or the general partner, managing member or sole member, of each Loan Party Party, in each case dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement, articles of association agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) body of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of Borrowersthe Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party Party, and (E) as to the absence of any pending proceeding for the dissolution, winding-up dissolution or liquidation of such Loan Party or, to the knowledge of such personPerson, threatening the existence of such Loan Party;. (iiid) The Administrative Agent shall have received a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature from a Responsible Officer of the Secretary or Assistant Secretary or similar officer executing Borrower certifying that the certificate pursuant Borrower has received all governmental and third party consents, licenses, and approvals necessary for the consummation of the Transactions, all of which shall be in form and substance satisfactory to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (includingor a statement that no such governmental or third party consents, without limitation, tax identification numbers and addresseslicenses or approvals are required). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date Lenders shall have been satisfied or waived by received the Administrative Agentfinancial statements referred to in Section 3.05. (f) After giving effect to the Transactions and the other transactions contemplated herebyTransactions, Holdings and its Subsidiaries no Loan Party shall have any outstanding no preferred equity or Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing Lenders shall be consummated concurrently with have received a solvency certificate substantially in the closing under this Agreement. A payoff letter in respect form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Existing Credit Agreement and release Borrower confirming the solvency of the Liens with respect thereto, each in form Borrower and substance reasonably satisfactory the Borrower’s Subsidiaries on a consolidated basis after giving effect to the Administrative Agent, shall have been deliveredTransactions. (h) The Lenders There shall not have received the financial statements referred to in Section 3.05(a). (i) No provision of occurred since December 31, 2012, any applicable law event or regulation and no judgment condition that has had or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (ji) The Administrative Agent shall have received all fees due and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (f) and (h) of this Section 4.02. (k) The Lenders Administrative Agent shall have received, sufficiently in advance of the Closing Date, received all documentation and other information that may be required by regulatory authorities with respect to the Lenders in order to enable compliance with Borrower and other Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing DateU.S. PATRIOT Act. (l) [Reserved]The Administrative Agent shall have received evidence of insurance naming the Administrative Agent as additional insured with customary endorsements on Borrower’s liability insurance. (m) The Administrative Agent and each Lender shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdingscompleted their due diligence to their satisfaction. (n) The Administrative Agent shall have received an officerevidence (i) that contemporaneously with the this Agreement becoming effective, Frank’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b)International N.V. has closed its initial public offering, (cii) that FINV has contributed to Borrower all of FINV’s non-U.S. Subsidiaries and ▇▇▇▇▇▇ Holdings, Inc. has contributed all of its U.S. Subsidiaries to Frank’s International C.V. (excluding certain de minimis Subsidiaries) and Frank’s International C.V. has issued 100% of its general partnership interest to the Borrower as more fully described in FINV’s Registration Statement on Form S-1, as amended, and (iii) all of Borrower’s Indebtedness described in clauses (a) and (db) of the definition of “Indebtedness” has been repaid in full. The Administrative Agent is hereby authorized and directed to declare this Agreement effective when the conditions set forth in Section 4.02 have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case satisfied to the extent reasonably requested by reasonable satisfaction of the Collateral Administrative Agent prior to or waived as permitted herein. Such declaration shall be final, conclusive and binding upon the Closing DateAdministrative Agent, the Borrower and the Lenders for all purposes.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy telecopy, PDF or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Nova Scotia special counsel for Holdings and the Loan PartiesU.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local U.S. and/or foreign counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the U.S. Borrower hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Closing Date. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (xA) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), ) or (yB) in the case of a partnership of or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersa Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party Party, and (E) as to the absence of any pending proceeding for the dissolution, winding-up dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including, including without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date Requirement shall have been satisfied and the Administrative Agent shall have received completed Perfection Certificates dated the Closing Date and signed by a Responsible Officer of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code, tax and judgment (or waived equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificates 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 6.02 or have been released. (f) The Existing Credit Agreement Amendment shall have become effective and shall be in form and substance reasonably satisfactory to the Administrative Agent. (fg) The Pari Passu Intercreditor Agreement shall have become effective and shall be in form and substance satisfactory to the Administrative Agent. (h) The U.S. Borrower shall have received net cash proceeds from the issuance of $500 million in aggregate principal amount of New Senior Notes pursuant to the New Senior Note Indenture. (i) The terms and conditions of the New Senior Notes (including terms and conditions relating to the interest rate, fees, amortization, maturity, subordination, covenants, defaults and remedies) shall be as set forth in the Offering Memorandum or otherwise reasonably satisfactory to the Administrative Agent. (j) The Lenders shall have received the financial statements referred to in Section 3.05. (k) The Lenders shall have received a pro forma consolidated balance sheet (calculated at the most recently available balance sheet date) of the U.S. Borrower, after giving effect to the Transactions, together with a certificate of a Financial Officer of the U.S. Borrower to the effect that such statements accurately present the pro forma financial position of the U.S. Borrower and its Subsidiaries in accordance with GAAP. (l) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings Holdings, the U.S. Borrower and its their Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the New Senior Notes, (iii) the Existing Notes, (v) no more than $167.0 million of tranche B term loans outstanding under the Existing Credit Agreement and (iivi) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (hm) The Lenders shall have received a solvency certificate substantially in the financial statements referred form of Exhibit I and signed by a Financial Officer of each of Holdings and the U.S. Borrower confirming the solvency of Holdings, the U.S. Borrower and its Subsidiaries on a consolidated basis after giving effect to in Section 3.05(a)the Transactions. (in) There has not been any event or occurrence which has resulted in or would reasonably be expected to result in, individually or in the aggregate, any material adverse change in the business, assets, results of operations or condition (financial or otherwise) of the U.S. Borrower or any of its Subsidiaries, after giving effect to the Transactions, taken as a whole, since December 31, 2008. (o) No provision of any applicable law or regulation and no judgment judgment, injunction, order or order decree shall prohibit the consummation of the Transactions except for lawsTransactions, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All all material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not be material to the U.S. Borrower and would not be reasonably expected to haveits Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effect or are not required pursuant to Agreed Security Principleswhole. (jp) The Administrative Agent shall have received any and all documents, each in form and substance reasonably satisfactory to the Administrative Agent, as it may reasonably request to reflect of record the pari passu nature of the Liens on the Mortgaged Properties granted in favor of the Existing Agent with the Liens granted to the Collateral Agent under the U.S. Mortgages. (q) The Agents shall have received all fees due and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇▇ llp LLP and Osler, H▇▇▇▇▇ & Harcourt LLPU.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Syndication Agent, the Collateral Agent, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇▇▇▇ ▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & ELLP, special New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit N attached hereto, (ii) ▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot ▇ LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative AgentAgent and substantially in the form of Exhibit O-1 attached hereto, (viii) L▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit O-2 attached hereto, (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Law Corporation▇▇▇▇▇, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (viv) Field LLP▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Malakoe, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (viivi) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Stewart, McKelvey, Stirling & Scales, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii), (iv) and (ivv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) The Acquisition Agreement (together with all exhibits and schedules thereto), shall not have been amended or modified in a manner materially adverse to the Lenders without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld). There shall have been delivered to the Administrative Agent true and correct copies certified as such by the Secretary or Assistant Secretary of Holdings of the Acquisition Documents. The Acquisition shall have been consummated (or shall be consummated concurrently with the closing under this Agreement) in accordance in all material respects with the terms and conditions of the Acquisition Agreement (without amendment, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld). (g) The Equity Financing shall have been consummated. (h) Initial Canadian Borrower and Canadian Borrower shall have received gross cash proceeds (calculated before underwriting fees) of (i) not less than $692,825,000 from the Senior Bridge Loans and (ii) not less than $217,175,000 from the Senior Subordinated Bridge Loans. There shall have been delivered to the Administrative Agent true and correct copies certified as such by the Secretary or Assistant Secretary of Holdings of the Senior Loan Documents and Senior Subordinated Loan Documents. (i) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement Agreement, (ii) the Senior Bridge Loans, (iii) the Senior Subordinated Bridge Loans and (iiiv) other Indebtedness permitted pursuant to Section 6.01. (gj) The Skynet Contribution shall have been consummated (or shall be consummated on the Closing Date) in accordance in all material respects with the terms and conditions of the Skynet Contribution Documents (without amendment, modification or waiver thereof which is materially adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior written consent of the Administrative Agent) and all applicable laws. (k) The Refinancing shall have been consummated (or shall be consummated concurrently with the closing under this AgreementAgreement or, in the case of the redemption of the preferred stock of Skynet, funds sufficient to pay the redemption price in full shall have been irrevocably deposited in trust for such purpose with Mellon Investor Services LLC, or, in the case of the letters of credit issued under the Bank of Montreal credit agreement arrangements to cash collateralize such letters of credit shall have been made). A payoff letter The lien securing the Skynet Bonds shall have been released and the Canadian Borrower shall have delivered evidence thereof to the Administrative Agent (and the Administrative Agent shall have acknowledged receipt thereof). The Company shall have given irrevocable notice of redemption of the Telesat Notes (or made arrangements with the trustee in respect thereof to provide such notice) and shall have deposited funds in a segregated account with The Bank of Nova Scotia sufficient to pay the redemption price. Payoff letters in respect of the Existing Credit Agreement existing credit facility between the Company and release Bank of the Liens with respect theretoMontreal and loan agreement between Skynet and Valley National Bank, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (hl) The Lenders shall have received the financial statements referred to in Section Sections 3.05(a) and (b). (im) The Lenders shall have received the Projections. (n) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. For purposes of this clause (n), the term Transactions shall not include the Acquisition. (jo) The Administrative Agent shall have received all fees due and payable to it, the Arrangers or any other Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (kp) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act Act”) including the information described in Section 9.19; , provided such information shall have been requested at least 10 5 Business Days in advance of the Closing Date. (lq) [Reserved]There shall not have occurred, following September 30, 2006 and prior to the Closing Date, a Material Adverse Effect (as such term is defined in the Acquisition Agreement) with respect to Company and its Subsidiaries as determined by the Lenders who hold a majority of the commitments with respect to the Facilities. (mr) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (ns) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of the Lenders and each L/C Issuer on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇▇ & K▇▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇▇, J▇▇▇▇▇ & E▇▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of the Lenders and each L/C Issuer on the Closing Date, a favorable written opinion dated as of (i) (a) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and AlbertaClosing Date, in form and substance reasonably satisfactory to the Administrative Agent, of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Transaction Parties, (ii) ▇▇▇▇▇, White & ▇▇▇▇▇▇▇▇, special British Columbia counsel for the Term Borrower, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law CorporationGervais, Manitoba special British Columbia counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative AgentTerm Borrower, (viiv) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Stirling Scales, special Nova Scotia counsel for the Term Borrower, (v) Steinbrüchel Hüssy Rechtsanwälte, special Swiss counsel for the Term Borrower, the Agents and the Lenders, (vi) Déri & Lovrecz, special Hungarian counsel for the Term Borrower, the Agents and the Lenders, (vii) ▇▇▇▇▇▇▇▇▇▇ Swartling, special Swedish counsel for the Term Borrower, the Agents and the Lenders, (viii) Kromann Reumert, special Danish counsel for the Term Borrower, (ix) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Puerto Rican counsel for the Term Borrower, the Agents and the Lenders, (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Washington state counsel for the Term Borrower, (xi) Faegre & ▇▇▇▇▇▇, special Colorado state counsel for the Term Borrower, (xii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Nevada state counsel for the Term Borrower, and (xiii) Ungaretti & ▇▇▇▇▇▇ LLP, special Delaware state counsel for the Term Borrower. (b) The Administrative Agent shall have received (i) a certificate of each Transaction Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan PartiesDocuments to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Transaction Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Transaction Party certified by the relevant authority of the jurisdiction of organization of such Transaction Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long-form good standing certificate for each Transaction Party from its jurisdiction of organization, all in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinionscounsel. (c) All legal matters incident to this AgreementThe Administrative Agent shall have received a certificate in substantially the form of Exhibit P, dated the borrowings Closing Date and extensions signed by a Financial Officer of credit hereunder each of the Borrowers, (i) confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01, (ii) certifying that the Borrowers and the other Loan Documents shall Transaction Parties, after giving effect to the Transactions, are solvent and (iii) certifying any other factual matters as may be reasonably satisfactory to requested by the Administrative Agent. (d) The Administrative Agent shall have received in the case (i) this Agreement, executed and delivered by a duly authorized officer of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i)Transaction Parties party hereto, (ii)) the Security Agreements, executed and delivered by a duly authorized officer of each Transaction Party party thereto, (iii) the Intellectual Property Security Agreements, executed and delivered by a duly authorized officer of each Transaction Party a party thereto, (iv) below: the Hungarian Pledge Agreement, (iv) the Subordinated Intercompany Note, (vi) the Subordinated Primary Intercompany Note and a certified copy of the certificate Hungarian Note Purchase Agreement, (vii) the Affiliate Subordination Agreement, (viii) if requested by any Lender pursuant to Section 2.04, a promissory note or articles notes conforming to the requirements of incorporationsuch Section and executed and delivered by a duly authorized officer of the relevant Borrower or Borrowers, memorandum (ix) a Lender Addendum executed and articles delivered by each Lender and accepted by each of associationthe Borrowers, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, and (x) in the case of a corporationeach other Loan Document required, certified as of a recent date or reasonably requested by the Secretary of State (Administrative Agent to be delivered by one or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept more Transaction Parties on or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (e) The Collateral Agent, for the ratable benefit of the Secured Parties, shall have been granted on the Closing Date first priority perfected Liens on the Collateral (subject, in the case of all Collateral other than Pledged Collateral, only to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, only to Liens expressly permitted by clauses (b) or (d) or in the case of the Canadian Pledged Collateral only, (q) of Section 6.02). The Pledged Collateral shall have been duly and Guarantee Requirements required validly pledged under the Security Agreements to the Collateral Agent, for the ratable benefit of the Secured Parties, and (i) certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) each promissory note (if any) pledged to the Collateral Agent endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank), shall be in the actual possession of the Collateral Agent. (f) The Collateral Agent shall have received the duly executed Perfection Certificates dated on or prior to the Closing Date. The Collateral Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to each Transaction Party, and such searches shall reveal no Liens on any of the assets of each Transaction Party except, in the case of Collateral other than Pledged Collateral, for Liens expressly permitted by Section 6.02 and except for Liens to be satisfied discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Collateral Agent. (g) The Acquisition and the Acquisition Transactions shall be consummated prior to or substantially contemporaneously with the initial funding of the Loans hereunder in accordance with applicable law; the Purchase Agreement and all other related documentation shall be reasonably satisfactory to the Administrative Agent; the funding transfers provided for in the Funding Agreement shall have been made and the advances under the Primary Intercompany Note shall have been funded on terms reasonably acceptable to the Administrative Agent; the Administrative Agent shall be satisfied with the capitalization, structure and equity ownership of each of the Transaction Parties after giving effect to the Transactions; and the Administrative Agent shall be reasonably satisfied with the arrangements to retain the senior management team. (h) The Term Borrower shall have received not less than $250,000,000 in gross cash proceeds from the issuance of the Subordinated Notes in a public offering or waived by in a Rule 144A or other private placement. The terms and conditions of the Subordinated Notes (including but not limited to terms and conditions relating to the interest rate, fees, amortization, maturity, subordination, covenants, events of default and remedies) shall be reasonably satisfactory in all respects to the Administrative Agent. (fi) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries each Restricted Party shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and other extensions of credit under this Agreement hereunder, (ii) the Subordinated Notes and (iii) the Indebtedness identified on Schedule 6.01(a). (j) The Administrative Agent shall have received (i) the financial statements described in Section 3.05 and (ii) GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Term Borrower and AMIH for (A) each subsequent fiscal quarter ended at least 30 days before the Closing Date and (B) each fiscal month after the most recent annual period or, if applicable, fiscal quarter for which financial statements were received by the Administrative Agent as described above and ended at least 30 days before the Closing Date. (k) The Administrative Agent shall be satisfied that the Term Borrower’s Total Debt on the Closing Date to the Term Borrower’s pro forma Consolidated EBITDA for the four-fiscal quarter period most recently ended prior to the Closing Date (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, to give pro forma effect to the Transactions as if they had occurred at the beginning of such four-fiscal quarter period, shall be no more than 4.00 to 1.00. (l) Each document (including any financing statement, fixture filing, mortgage, deed of trust or other Indebtedness document) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation. (m) The Collateral Agent shall have received, with respect to each Mortgaged Property, such reports, documents and agreements as the Collateral Agent shall reasonably request and that are customarily delivered in connection with security interests in real property, and each of the following, in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage covering each of the Mortgaged Properties, executed and delivered by a duly authorized officer of each Transaction Party party thereto; (ii) evidence that a counterpart of the Mortgage has been recorded (or delivered to the applicable land registry or title insurance company to be recorded after the consummation of the Transactions) in the place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Lenders; (iii) ALTA title policy or marked-up conditional binder of title insurance paid for by the Borrowers, issued by a nationally recognized title insurance company together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request (or equivalent Canadian or other non-U.S. title policy arrangements, as applicable); (iv) if requested by the Administrative Agent, an ALTA survey (or equivalent Canadian or other non-U.S. survey, as applicable) prepared and certified in a manner reasonably acceptable to the Administrative Agent and the title company insuring the Mortgage by a surveyor reasonably acceptable to the Administrative Agent; (v) if requested by the Administrative Agent, (i) a policy of flood insurance in form and substance satisfactory to the Administrative Agent covering each Mortgaged Property that is located in a flood zone, and (ii) confirmation that the relevant Transaction Party has received the notice required pursuant to Section 6.01208(e)(3) of Regulation H of the Board; and (vi) such other information, documentation, and certifications as may be reasonably required by the Administrative Agent. (gn) The Refinancing Administrative Agent shall be consummated concurrently with have received the closing under this Agreement. A payoff signed opinion letter in respect of the Existing Credit Agreement and release of the Liens KPMG LLP with respect theretoto certain tax matters, each in form and substance reasonably satisfactory to the Administrative Agent, which letter from KPMG LLP shall indicate that it can be relied upon by the Administrative Agent and the Lenders. (o) The Administrative Agent shall have received projections for the Transaction Parties for the years 2006 through 2013 and for the quarters beginning with the first fiscal quarter of 2006 and through the fourth fiscal quarter of 2006, in form and substance satisfactory to the Administrative Agent. (p) All material governmental and third party consents and approvals with respect to the Transactions to the extent required shall have been delivered. (h) The Lenders obtained, all applicable appeal periods shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law expired and there shall be no litigation, governmental, administrative or regulation and no judgment judicial action, actual or order shall prohibit the consummation of the Transactions except for lawsthreatened, regulations, judgments or orders which do not and would not that could reasonably be expected to haverestrain, individually prevent or in impose materially burdensome conditions on the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security PrinciplesTransactions. (jq) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented on or before the Effective Date (including the reasonable fees and expenses of legal counsel). All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Term Borrower to the Administrative Agent before the Effective Date. (r) The Administrative Agent shall have received, by the Effective Date or to the extent agreed by the Administrative Agent, within 60 days after the Effective Date, each Collateral Access Agreement, if any, and each Deposit Account Control Agreement (each as defined in the Security Agreements), in each case required to be provided pursuant to Section 5.13. (s) The Administrative Agent shall have received evidence of insurance coverage in form, scope and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with Section 5.02. (t) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing DateAct. (l) [Reserved]. (mu) The Administrative Agent shall have received a solvency certificate be satisfied that (i) no event, change, effect or circumstance has occurred that, individually or in the form of Exhibit Gaggregate, dated the Closing Date and signed by the chief financial officer of Holdingshas had, or could reasonably be expected to have, a Material Adverse Effect since December 31, 2005. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Banks, written opinions of each L/C Issuer on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ Hunton & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇▇ LLP, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for Overnite and the other Loan Parties and Parties, substantially to the effect set forth in Exhibit F-1, (cii) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for Esq., General Counsel of Overnite and the Loan PartiesBorrower, in each case, in form and substance reasonably satisfactory substantially to the Administrative Agent (ii) Stikeman Elliott LLPeffect set forth in Exhibit F-2, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Nova Scotia counsel for Esq., General Counsel of Motor Cargo, substantially to the Loan Partieseffect set forth in Exhibit F-3, in form reasonably satisfactory each (i) dated the Closing Date, (ii) addressed to the Issuing Banks, the Administrative Agent and the Lenders, and (iii) covering such other matters relating to the Loan Documents and the Transactions as the Syndication Agent and the Administrative Agent shall reasonably request, and Holdings Overnite and the Borrower hereby instructs its request such counsel to deliver such opinions. (cb) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder Agreement and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Banks, to the Syndication Agent and to the Administrative AgentAgent and, to the extent requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act. (dc) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar officialequivalent authority) of the jurisdiction state of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date reasonably close to the Closing Date, from such Secretary of State (or other similar officialequivalent authority), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; ; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (or equivalent governing body) Directors of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersthe Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement incorporation of such Loan Party have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; ; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and and (iv) such other documents as the Administrative Agent or its counsel may reasonably request (including, without limitation, tax identification numbers and addresses)request. (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (md) The Administrative Agent shall have received a solvency certificate in the form of Exhibit Gcertificate, dated the Closing Date and signed by the chief financial officer a Financial Officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit LOvernite, dated the Closing Date and signed by an officer of Holdings certifying that all confirming compliance with the conditions precedent set forth in Sections 4.01(b), paragraphs (b) and (c) and (d) have been metof Section 4.01. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion opinions of (i) (a) Wachtell▇▇▇▇▇▇, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs its counsel to deliver such opinion) (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent, the Collateral Agent and the Lenders and (vC) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Closing Date. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on Party, other than the Closing Date French Borrower, each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (xA) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organizationor, with respect to any Foreign Subsidiary, an officer or director and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), ) or (yB) in the case of a partnership of or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party other than the French Borrower in each case dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement, articles of association agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Person is a party and, in the case of Borrowersa Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party Party, and (E) as to the absence of any pending proceeding for the dissolution, winding-up dissolution or liquidation of such Loan Party or, to the knowledge of such personPerson, threatening the existence of such Loan Party; (iii) a certificate of another officer, director officer or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or director or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, including without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required Requirement with respect to items to be satisfied on or prior to completed as of the Closing Date shall have been satisfied or waived by the Administrative Agentsatisfied. (f) The Lenders shall have received the financial statements referred to in Section 3.05. (g) After giving effect to the Transactions to be completed on the Closing Date and the other transactions contemplated hereby, Holdings the Existing Credit Agreement shall be paid in full, all commitments thereunder shall be terminated and its liens granted thereunder shall be released. In addition, the Borrowers and their Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement Agreement, (ii) the 2014 Senior Subordinated Notes and (iiiii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received a solvency certificate substantially in the form of Exhibit G and signed by the chief financial statements referred officer or another Responsible Officer of the Domestic Borrower confirming the solvency of each Borrower and its Subsidiaries on a consolidated basis after giving effect to in Section 3.05(a)the Transactions. (i) There has not been any Material Adverse Effect, after giving effect to the Transactions, taken as a whole, since December 31, 2010. (j) No provision of any applicable law or regulation regulation, and no judgment judgment, injunction, order or order decree shall prohibit the consummation of the Transactions except for lawsTransactions, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All all material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not be material to each Borrower and would not be reasonably expected to haveits Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effect or are not required pursuant to Agreed Security Principleswhole. (jk) The Administrative Agent Agents shall have received all fees due and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp L.L.P. and Osler, H▇▇▇▇▇ & Harcourt LLPlocal counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by a Responsible Officer of the chief financial officer of Holdings. Domestic Borrower as to the matters set forth in clauses (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(bg), (c) i), and (dj) have been metof this Section 4. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto (other than the German Borrower) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, RO’Melveny & ▇▇▇▇▇ & K▇▇▇LLP, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for Holdings and the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and AlbertaBorrowers, in form and substance reasonably satisfactory to the Administrative Agent, and (iiiii) Stikeman Elliott LLP, Canadian local U.S. and foreign counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (a) dated the Closing Date, (b) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (viic) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Closing Date. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on (other than the Closing Date German Borrower and its subsidiaries) each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement incorporation or limited liability agreement, including all amendments thereto, of each Loan Party, (xa) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), ) or (yb) in the case of a partnership or limited liability company, (i) certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan PartyParty or other person duly authorized by such Loan Party or (ii) otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by such Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (Bb) below,; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersany Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,; (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement association or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above,; (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party Party; and (E) as to the absence of any pending proceeding for the dissolution, winding-up dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent on the Closing Date may reasonably request (including, without limitation, including tax identification numbers and addresses). (e) The elements of the Collateral and Guarantee Requirements Requirement required to be satisfied on or prior to the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the applicable Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or waived equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative AgentAgent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided that, to the extent that it is not practicable (x) for the Foreign Subsidiaries set forth on Schedule 5.10(i) to satisfy any of paragraphs (b), (c), (d), (e) and/or (g) of the Collateral and Guarantee Requirement, to the extent that such paragraphs are set forth with respect to such Foreign Subsidiary on Schedule 5.10(i), (y) to perfect any security interest in the Equity Interests or assets of a Foreign Subsidiary set forth on Schedule 5.10(i) as provided in the Collateral and Guarantee Requirement or (z) to deliver an opinion of counsel relating to clause (x) or (y) above, in each case prior to the Closing Date, such requirements may be satisfied after the Closing Date in accordance with Section 5.10(i). (f) After The Transactions contemplated by the Transaction Agreement to be consummated on the Closing Date shall be consummated prior to or simultaneously with or, in the case of the RPP LLC Merger, immediately following the closing under this Agreement (but in any event on the Closing Date) in accordance with applicable law and the terms and conditions of the Transaction Documents (none of which Transaction Documents shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to Holdings, the U.S. Borrower and the Subsidiaries, taken as a whole, or the Lenders without the consent of the Joint Lead Arrangers, such consent not to be unreasonably withheld) and as described in the Summary of Principal Terms and Conditions contained in the Information Memorandum, and in a manner consistent with the sources and uses set forth therein. (g) A registration statement on Form S-1 relating to the common stock of the U.S. Borrower, including a form of prospectus, shall have been filed with the SEC and such registration statement and prospectus shall conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC (including accounting requirements). (h) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings Holdings, the U.S. Borrower and its the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement Agreement, (ii) the Existing Notes and (iiiii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (hi) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law a solvency certificate in form and substance and from an independent investment bank or regulation and no judgment valuation firm reasonably satisfactory to the Joint Lead Arrangers to the effect that, or order shall prohibit (ii) a certificate from the consummation Chief Financial Officer of the Transactions except for lawsU.S. Borrower certifying that, regulationsthe U.S. Borrower and the Subsidiaries, judgments or orders which do not and would not reasonably be expected on a consolidated basis after giving effect to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions contemplated by the Transaction Agreement and the Loan Documents to be consummated on the Closing Date, are solvent on the Closing Date (provided that, if such a solvency opinion is delivered to any Combination Party on the Closing Date in connection with the Combination, then such opinion shall have been taken, made also be delivered to the Lenders (or obtained, except for any such actions or filings the failure of which Lenders shall be expressly permitted to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principlesrely thereon)). (j) Since December 31, 2004, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the Transactions or (b) the business, property, operations or condition of the U.S. Borrower and the Subsidiaries, taken as a whole, other than any (1) change in the industries in which Holdings, the U.S. Borrower or the Subsidiaries operate or change in general economic conditions or (2) fact, event, change, circumstance or effect arising out of or resulting from (x) entering into the Transaction Agreement, (y) the announcement of the Transaction Agreement or the consummation of the transactions contemplated thereby or (z) seasonal changes to the business of Holdings, the U.S. Borrower or the Subsidiaries. (k) All requisite governmental authorities and third parties shall have approved or consented to the Transactions contemplated by the Transaction Agreement and the Loan Documents to be consummated on the Closing Date to the extent required and material, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that would reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Administrative Agent Agents shall have received all fees due and payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of CCravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp LLP and Osler, H▇▇▇▇▇ & Harcourt LLPU.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent U.S. Borrower shall have received a solvency certificate in used commercially reasonable efforts to cause the form Facilities to be rated by each of Exhibit G, dated ▇▇▇▇▇’▇ and S&P prior to the Closing Date and signed by launch of syndication of the chief financial officer of HoldingsFacilities. (n) The Administrative Agent shall have received an officer’s certificate in insurance certificates satisfying the Form requirements of Exhibit L, dated the Closing Date and signed by an officer Section 5.02 of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been metthis Agreement. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Closing DateIssuing Bank, a favorable written opinion of (i) the General Counsel of the Borrower and its Subsidiaries and (aii) Wachtell, Lipton, R▇▇▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for in connection with the Loan Parties Transactions and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan PartiesCorporate Restructuring, in each casecase (y) dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (viiz) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement, the Loan Documents Transactions and the Transactions Corporate Restructuring as the Administrative Agent shall reasonably requestrequest in form reasonably acceptable to the Administrative Agent and its counsel, and Holdings the Borrower hereby requests and instructs its such counsel to deliver such opinions. The opinions shall be addressed to the Issuing Bank, the Administrative Agent and the Lenders. The Administrative Agent shall have also received copies of (i) all opinions delivered by each counsel to the Borrower and each of its Affiliates in connection with the Corporate Restructuring, and (ii) all opinions addressed to the Borrower or any of its Affiliates from counsel to any party in connection with the Corporate Restructuring, in each case, with reliance letters authorizing the Administrative Agent and the Lenders to rely on such opinions. (cb) All legal matters incident to this Agreement, the borrowings Borrowings, the Corporate Restructuring, the Transaction and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent. (dc) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of the Borrower and each Loan Partyof its Subsidiaries, (x) in the case of a corporationexcept foreign organized Subsidiaries, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction state of its organization, and a certificate as to the good standing under of the jurisdiction Borrower and each of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party Subsidiaries as of a recent date date, from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; State; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of the Borrower and each Loan Party of its Subsidiaries, except foreign organized Subsidiaries, dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) the Borrower and each of such Loan Party its Subsidiaries 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 Board of directors (or equivalent governing body) Directors of such Loan Party (or the Borrower and each of its managing general partner or managing member) Subsidiaries authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, this Agreement and the borrowings hereunder, as applicable, and that such resolutions have not been modified, modified rescinded or amended and are in full force and effect on the Closing Date, effect, (C) that the certificate or articles of incorporation, memorandum incorporation of the Borrower and articles each of association, partnership agreement or limited liability agreement of such Loan Party its Subsidiaries have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document this Agreement or any other document delivered in connection herewith on behalf of such Loan Party and the Borrower and each of its Subsidiaries, (E) that attached thereto is a true and complete copy of the Acquisition Agreement, the Merger Agreement, the EDS Agreement and the Reorganization Plan, each as to in effect on the absence Closing Date, and (F) that attached thereto is a true and complete copy of any pending proceeding for each of the dissolution, winding-up or liquidation of such Loan Party or, to Ascent Agreements as in effect on the knowledge of such person, threatening the existence of such Loan Party; Closing Date; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and and (iv) such other documents as the Administrative Agent may reasonably request (includingLenders, without limitationthe Issuing Bank or ▇▇▇▇▇▇▇, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect theretoP.C., each in form and substance reasonably satisfactory to counsel for the Administrative Agent, shall have been deliveredmay reasonably request. (hd) The Lenders shall have received a duly completed Compliance Certificate dated the financial statements referred Closing Date and executed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of ▇▇▇▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇), (▇), (▇), (▇) and (k) of this Section 4.02, and demonstrating compliance by the Borrower with the provisions of Sections 6.09 and 6.10 hereof, and certifying to in Section 3.05(a)the fact that there exists no Default or Event of Default under the terms of this Agreement, and consummating the Agreement and making the initial Loans hereunder would not cause a Default or Event of Default. (ie) No provision of any applicable law or regulation Each Lender and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received payment in full of all fees Fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Borrower hereunder. (f) The Borrower shall have delivered duly executed and completed copies to each of the Lenders of each of the following documents and agreements, in form and substance satisfactory to each Lender: this Agreement, applicable Fee Letters and guaranties of the Obligations executed by all Guarantors. The Borrower shall have delivered a promissory note to each Lender, in form and substance satisfactory to each such Lender, and any other Loan Parties hereunder Paper reasonably required by any Lender in connection with this Agreement. (g) An order has been entered confirming the Reorganization Plan, and the time for reconsideration, rehearing or new trial and the time to appeal or to seek a petition for review or certiorari has expired and no post-trial motion or request for review is pending. All notices to creditors required under Debtor Relief Laws in order to confirm such Plan have been made within the time required by Debtor Relief Laws. No condition to closing of either the Merger or the Acquisition has been waived by the Borrower. The Acquisition has been consummated (or will be consummated on the Closing Date) in accordance with the terms of the Acquisition Agreement and the Merger has been consummated (or will be consummated simultaneous with this Transaction) in accordance with the terms of the Merger Agreement. The Capital Stock of Spectradyne and all of the assets of Spectradyne are wholly owned by the Borrower (or will be wholly owned by the Borrower on the Closing Date) free and clear of any Loan DocumentLiens in accordance with the terms of the Acquisition Agreement and the Reorganization Plan. There are no shareholders who have effectively exercised, or continue to have the right to effectively exercise, their appraisal rights with respect to the Capital Stock of OCV. (h) Except with respect to certain FCC licenses of Spectradyne described on SCHEDULE 4.02(h) hereto, all governmental and third party approvals necessary or advisable in connection with the Corporate Restructuring, the Transactions, and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the Corporate Restructuring or the Transactions. (i) There shall not have occurred any material change in the capitalization (whether in debt or in equity), corporate structure or assets of the Borrower or any of its Subsidiaries from that set forth in the S-4 Registration Statement. (j) No action, suit, litigation or similar proceeding by or before any Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to the Corporate Restructuring or the Transactions contemplated thereby or otherwise, which would be likely in the reasonable opinion of the Required Lenders to have a Material Adverse Effect. (k) The Lenders structure and documentation of the Corporate Restructuring and the Transactions contemplated thereby, and all corporate and other proceedings taken or to be taken and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Administrative Agent and ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel for the Administrative Agent, and each Lender shall have receivedreceived copies of all such documents as such Lender, sufficiently in advance of acting through the Closing DateAdministrative Agent, all documentation and other information that may be required by reasonably request. All transactions necessary to consummate the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information Corporate Restructuring shall have been requested at least 10 Business Days completed in advance accordance with the terms and conditions of the Closing DateMerger Agreement, the Acquisition Agreement and the Reorganization Plan. (l) [Reserved]The Lenders shall have received a certification from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Lenders, as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Corporate Restructuring and the consummation of the other transactions contemplated hereby. (m) The Administrative Agent Ascent Loan Facility shall have received a solvency certificate in the form of Exhibit Gclosed, dated the Closing Date and signed by the chief financial officer of Holdingsor shall close simultaneously with, this Transaction. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each L/C Issuer Issuing Bank on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Nova Scotia special counsel for Holdings and the Loan PartiesU.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local U.S. and/or foreign counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated the -91- Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and the U.S. Borrower hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Closing Date. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (xA) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), ) or (yB) in the case of a partnership of or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersa Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including, including without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date Requirement shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, completed Perfection Certificates dated the Closing Date and signed by a Responsible Officer of the chief financial officer U.S. Borrower, together with all attachments contemplated thereby, including the results of Holdingsa search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificates 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 6.02 or have been released. (nf) The Administrative Agent Acquisition shall have received an officer’s certificate been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the Form Acquisition Agreement and all other related documentation (without material amendment, modification or waiver thereof which is adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior consent of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(bAdministrative Agent), (c) and (d) have been met. (og) The Collateral Agent Equity Financing shall have received been consummated. The terms and conditions of the results, Equity Financing shall be as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches set forth in the Equity Commitment Letters or equivalent reports or searches, otherwise reasonably satisfactory in each case all respects to the extent reasonably requested by the Collateral Agent prior to the Closing DateAdministrative Agent.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Closing DateFacing Agent, a favorable customary written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ Winston & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware U.S. counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇Borrowers, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory substantially to the Administrative Agent effect set forth in Exhibit G-1, (ii) Stikeman Elliott LLPElliott, Canadian Ontario counsel for ----------- the Loan Parties with respect Borrowers, substantially to the laws of Ontarioeffect set forth in Exhibit G-2-A, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, ------------- (iii) Stikeman Elliott LLPElliott, Canadian Quebec counsel for the Loan Parties with respect Borrowers, substantially to the laws of Quebec, effect set forth in form and substance reasonably satisfactory to the Administrative AgentExhibit G-2-B, (iv) Stikeman Elliot LLPElliott, Canadian tax ------------- counsel for the Loan PartiesBorrowers, in form and substance reasonably satisfactory substantially to the Administrative Agent, effect set forth in Exhibit ------- G-2-C and (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporationeach local counsel set forth on Schedule 5.02(a), Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory ----- ---------------- substantially to the Administrative effect set forth in Exhibit G-3, in each case (A) ----------- dated the Closing Date, (B) addressed to the Facing Agent, (vi) Field LLPthe Agents and the Lenders, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (viiC) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Agents shall reasonably request and with such other changes as are reasonably acceptable to the Agents, and the Transactions as the Administrative Agent shall reasonably request, and Holdings Borrowers hereby instructs its instruct their counsel to deliver such opinions. (cb) All legal matters incident to this Agreement, the borrowings Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agents, the Lenders and the Facing Agent. (dc) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (iA), (ii), (iiiB) and (ivC) below: below with respect to each Loan Party: (iA) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) relevant Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or Governmental Authority; (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (iiB) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause Date, (B) below, (Bx) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (or equivalent governing body) Directors of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunderTransactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (Cy) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement incorporation of such Loan Party have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (iA) above, which shall be a date prior to the date of the resolutions described in clause and (B) above, (Dz) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and Party; (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iiiC) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (iiB) above; and (iv) and such other documents as the Agents may reasonably request. (d) The Administrative Agent may reasonably request shall have received a certificate of Stone, dated the Closing Date and signed by a Financial Officer of and on behalf of Stone, confirming compliance with the conditions precedent set forth in paragraphs (including, without limitation, tax identification numbers b) and addresses)(c) of Section 5.01. (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due Fees and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties either Borrower hereunder or under any other Loan Document. (kf) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Lenders Pledge Agreements and the Bond Pledge Agreements shall have receivedbeen duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, sufficiently and (i) all the outstanding capital stock of SLP US and its Domestic Subsidiaries owned, directly or indirectly, by Stone and all the outstanding capital stock of each Subsidiary of Canco shall have been duly and validly pledged thereunder to the Collateral Agent and certificates representing such shares, accompanied in advance the case of certificated shares by stock powers endorsed in blank, shall be in the actual possession of the Closing Date, all documentation Collateral Agent; and other information that may be required (ii) the Security Agreements and the Hypothecs shall have been duly executed by the Lenders Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) reasonably requested by the Agents to be filed, registered or recorded in order to enable compliance with applicable “know your customer” create in favor of the Collateral Agent a valid, legal and antiperfected or published first-money laundering rules priority or first ranking security interest in and regulations, including lien on the Patriot Act including the information Collateral described in each such agreement (subject to any Lien expressly permitted by Section 9.19; provided such information 7.02) shall have been requested at least 10 Business Days in advance delivered to the Collateral ------------ Agent or the Trustee, as the case may be. (h) The Collateral Agent shall have received (i) the results of a search of the Closing DateUniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph, together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction reasonably requested by the Agents, in each case accompanied by evidence reasonably satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 7.02 or have been ------------ released. (i) Each of the Mortgages, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 7.02, (iii) a lender's title insurance policy or, in the ------------ case of Mortgaged Property located in Canada, except as otherwise agreed to by the Agents, a written legal opinion, together with such surveys reasonably requested by the Agents, paid for by the Borrowers, in form and substance reasonably acceptable to the Agents, insuring or opining, as the case may be, that such Mortgage constitutes a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02 or otherwise agreed to by the ------------ Agents) shall have been received by the Agents and (iv) the Collateral Agent shall have received such other documents as reasonably requested in writing by the Agents. (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 6.02 and the applicable provisions of the Security ------------ Documents, each of which policies shall be endorsed or otherwise amended to include a lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (k) Except with respect to the Final Transaction Steps, the Acquisition shall have been consummated substantially simultaneously with the initial Credit Event hereunder in accordance (i) in all material respects with applicable law and (ii) in all material respects with the terms of the Reorganization Agreement; and the conditions to Stone's obligations set forth in the Pre-Merger Agreement shall have been satisfied without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Agents. (l) [Reserved].All principal, premium (if any), interest, fees and other amounts due and owing under the Existing SLP Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged, and the Agents shall have received reasonably satisfactory evidence thereof. After giving effect to the Acquisition and the other Transactions, SLP US, Canco and their respective subsidiaries shall have outstanding no Indebtedness other than Loans hereunder and Indebtedness set forth on Schedule 7.01. ------------- (m) The Administrative Agent shall have received a solvency certificate the financial statements referred to in Section 4.05, which financial statements shall not be materially ------------ inconsistent with the form of Exhibit Ginformation, dated projections and financial models delivered prior to the Closing Date and signed by the chief financial officer of Holdingsdate hereof. (n) The Administrative Agent All requisite material approvals and consents to the Acquisition and the other Transactions of or from Governmental Authorities and all material third parties shall have been received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by required and all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on the Collateral Agent prior to Acquisition (including the Closing DateFinal Transaction Steps) and the other Transactions, or the consummation of the other transactions contemplated hereby or that would require any divestiture of a material portion of the assets of Canco.

First Credit Event. On or prior to the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either to this Agreement (i) a counterpart of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreementfacsimile or other electronic imaging transmission) that such party has signed such a counterpart of this Agreementcounterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders and each L/C Issuer on the Closing DateLenders, a favorable written opinion opinions of (i) (a) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ LLP, counsel for the Borrower and for the Loan Parties organized in Delaware, Texas and Illinois, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Law CorporationBoult ▇▇▇▇▇▇▇▇ LLP, Manitoba counsel for the Loan Parties organized in form and substance reasonably satisfactory to the Administrative AgentAlabama, (viiii) Field ▇▇▇▇▇ ▇▇▇▇ LLP, Nunavut counsel for the Loan PartiesParties organized in Arkansas, (iv) Dentons US LLP, counsel for the Loan Parties organized in form reasonably satisfactory to Kentucky, (v) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., counsel for the Administrative Agent Loan Parties organized in New Mexico and (viivi) S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia LLP, counsel for the Loan PartiesParties organized in Utah, in form reasonably satisfactory each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Required Lenders, covering such other matters relating to the Loan Documents and the Transactions customarily covered in opinions of this type as the Administrative Agent Required Lenders shall reasonably request, and Holdings the Borrower hereby instructs its requests such counsel to deliver such opinions. (c) All legal matters incident to this Agreement, The Administrative Agent shall have received from the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory Borrower a Borrowing Request with respect to the Administrative AgentBorrowing on the Closing Date. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction state of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date date, from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; State; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing bodyits equivalent) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersthe Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement incorporation of such Loan Party have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; ; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses)request. (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to a certificate, dated the Closing Date andand signed by a Responsible Officer of the Borrower, to confirming compliance with the extent invoiced, all conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and clause (j) of this Section 4.02. (f) The Term Lenders eligible under the Bankruptcy Plan shall have received the Upfront Fee and the Administrative Agent shall have received the Administrative Agent Fees and other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties Borrower hereunder or under any other Loan Document. (g) The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and delivered to the Administrative Agent and the Collateral Agent and shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document. (h) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons as indicated on the applicable schedules to the Guarantee and Collateral Agreement, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Subject to Section 5.18, the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured. (j) Since December 31, 2019, no event, change or condition has occurred that has had, or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (k) The Lenders shall have receivedreceived the financial statements and opinion referred to in Section 3.05. (l) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower on behalf of the Borrower in the form attached hereto as Exhibit H certifying that the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions to occur on the Closing Date, sufficiently are solvent. (m) An order authorizing the Borrower’s entry into and performance under this Agreement and the other Loan Documents and otherwise in advance form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders shall have been entered by the Bankruptcy Court (the “Approval Order”). (n) The Confirmation Order shall have been entered confirming the Bankruptcy Plan. Each of the Approval Order and the Confirmation Order shall be in full force and effect and not have been stayed, reversed, or vacated, amended, supplemented, or modified except that such applicable order may be further amended, supplemented or otherwise modified in accordance with the RSA and shall not be subject to any pending appeals, except for any of the following, which shall be permissible appeals the pendency of which shall not prevent the occurrence of the Closing Date: (i) any appeal relating to the distributions (or the allocation of such distributions) between and among creditors under the Bankruptcy Plan, or (ii) any other appeal, the result of which would not have a materially adverse effect on the rights and interests of the Lenders (taken as a whole and in their capacities as such). The Confirmation Order shall authorize the Loan Parties to execute, deliver and perform all of their obligations under all documents contemplated hereunder and thereunder and shall contain no term or provision that contradicts such authorization. The Bankruptcy Plan shall have become effective in accordance with its terms and all conditions to the effectiveness of the Bankruptcy Plan shall have been satisfied or waived in accordance with the terms thereof, and all transactions contemplated in the Bankruptcy Plan or in the Confirmation Order to occur on the effective date of the Bankruptcy Plan shall have been (or concurrently with the Closing Date, shall be) substantially consummated in accordance with the terms thereof and in compliance with applicable. (o) The Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested, all documentation and other information that may be required by the Lenders in order to enable compliance with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including USA PATRIOT Act, and to the information described extent the Borrower qualifies as a “legal entity customer” under C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) a certification in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of relation to the Closing DateBorrower regarding beneficial ownership or control as required by the Beneficial Ownership Regulation. (lp) [Reserved]The ABL Facility Credit Agreement and the documents to be executed pursuant to the terms thereof shall have become effective in accordance with their terms. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (oq) The Collateral Agent shall have received (i) UCC-1 financing statements in respect of security interests granted by each Loan Party for filing in all applicable jurisdictions, (ii) subject to Section 5.18, in connection with the resultspledge of Equity Interests pursuant to the Guarantee and Collateral Agreement, as of a recent dateoriginal stock certificates representing such pledged Equity Interests (to the extent such Equity Interests are certificated and other than Equity Interests issued by Non-Significant Subsidiaries and minority Equity Interests) accompanied by undated stock powers duly executed in blank and (iii) fully executed Intellectual Property security agreements, of UCC, in proper form for filing or recording in United States Patent and Trademark Office and or United States Copyright OfficeOffice (or any successor office), tax as applicable, memorializing and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, recording the encumbrance of the Intellectual Property listed in each case Schedule V to the extent reasonably requested Guarantee and Collateral Agreement. For purposes of determining compliance with the conditions specified in this Article IV (and irrespective of whether any Lender has signed this Agreement), each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Collateral Administrative Agent shall have received notice from the Required Lenders prior to the proposed Closing DateDate specifying their objection thereto.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart Each of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Lead Arranger and the Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Closing DateLetter of Credit Issuer, a favorable written opinion opinions of (i) (a) WachtellFried, LiptonFrank, R▇▇▇▇ & K▇▇▇Harris, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇▇▇ LLP, Nova Scotia covering the following matters subject to customary assumptions and qualifications: due organization, valid existence and good standing of the Loan Parties; due authorization, execution and delivery by the Loan Parties of the Loan Documents; no conflicts with laws, organizational documents and agreements (including, without limitation, no conflicts with the Holdings Subordinated Note Documents); enforceability of the Loan Documents; creation and perfection of Liens in favor of the Administrative Agent; that the Revolving Loans (including without limitation, the Revolving Loans incurred after the Closing Date), the Swingline Loans and any reimbursement obligations in respect of any drawn Letters of Credit constitute “Senior Lender Indebtedness” within the meaning of the Holdings Subordinated Note Documents; that the Term Loans constitute “Senior Indebtedness” within the meaning of the Holdings Subordinated Note Documents; that the Revolving Loans, the Swingline Loans and any reimbursement obligations in respect of any drawn Letters of Credit hereunder and the Term Loans constitute “Designated Senior Indebtedness” within the meaning of the Holdings Subordinated Note Documents; and such other matters that are customary for credit facilities of this type and (ii) the other counsel for the Loan PartiesParties listed on Schedule 4.2(a) hereto as to the matters specified therein, in form reasonably satisfactory each case (A) dated the Closing Date, (B) addressed to the Lead Arranger, the Letter of Credit Issuer, the Administrative Agent and the Lenders, (C) covering such other matters relating to the Loan Documents and the Related Transactions as the Lead Arranger, the Administrative Agent shall or any Lender may reasonably requestrequest and (D) otherwise in form and substance satisfactory to the Lead Arranger, the Administrative Agent and the Lenders. Each of Holdings and the Borrowers hereby instructs its such counsel to deliver such opinions. (cb) All legal matters incident to this Agreement, the borrowings initial Borrowings, issuance of Notes and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, the Letter of Credit Issuer, the Administrative Agent and to counsel for the Lead Arranger and the Administrative Agent. This Agreement or counterparts hereof shall have been duly executed by, and delivered to, the Borrowers, Holdings, the Administrative Agent and the Lenders; and the Administrative Agent shall have received such documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including all those listed in the Closing Checklist attached hereto as Exhibit M, each in form and substance reasonably satisfactory to the Administrative Agent. (dc) The Lead Arranger and the Administrative Agent shall have received in (i) a certificate as to the case good standing of each person that is a Loan Party on as of a recent date from the Closing Date each Secretary of State of the items referred State where such Loan Party is organized and from the Secretaries of State of each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation and a failure to be so qualified would not reasonably be expected to result in clauses (i), a Material Adverse Effect; (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date the Closing Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, State where such loan party is organized; and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (iiiii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of such Loan Party as in effect on the Closing Date and at all times prior to the date of the resolutions described in clause (C) below, (B) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) below, , (BC) that attached thereto is a true and complete copy of resolutions or other authorizing action duly adopted by the board Board of directors (or equivalent governing body) Directors of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (CD) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement incorporation or limited liability agreement formation documents of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant except as attached to clause such certificate, and (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (DE) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and Party; (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iiiiv) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (ivv) evidence satisfactory to the Administrative Agent and the Lenders that the certificate or articles of incorporation of each Loan Party in effect on the Closing Date have been filed with the respective Secretaries of State where such Loan Party is organized; and (vi) such other documents as the Lead Arranger, the Administrative Agent, the Lenders, the Letter of Credit Issuer or counsel for the Lead Arranger, the Administrative Agent and the Lenders, may reasonably request request. (includingd) The Lead Arranger and the Administrative Agent shall have received a certificate of the Borrowers, without limitationdated the Closing Date and signed by a Financial Officer of and on behalf of the Borrowers, tax identification numbers confirming compliance with the conditions precedent set forth in paragraphs (b) and addresses)(c) of Section 4.1. (e) The Collateral Lead Arranger and Guarantee Requirements required to be satisfied on or prior to the Closing Date Administrative Agent shall have been satisfied or waived by received evidence of the termination and repayment in full of the Prior Credit Agreement and the release of all Liens securing the obligations of the Loan Parties thereunder, all in form and substance satisfactory to the Administrative Agent. (f) After giving effect to The Lead Arranger, the Transactions Administrative Agent and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, all fees and expenses required to be paid to GECC on the Closing Date pursuant to the GECC Fee Letter and, to the extent invoiced, reimbursement or other payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any letter agreement to which a Loan Party is a party relating to the Related Transactions. (g) The Subsidiary Guarantee Agreement shall have been duly executed by all Domestic Subsidiaries (other than Non-Wholly-Owned Entities), the Holdings Guarantee Agreement shall have been executed by Holdings, and each Guarantee Agreement shall have been delivered to the Administrative Agent and shall be in full force and effect. (h) The Security Agreement and the Intellectual Property Security Agreement shall have been duly executed by the Loan Parties hereunder party thereto and shall have been delivered to the Administrative Agent and shall be in full force and effect on such date, and each document (including each Uniform Commercial Code financing statement) required by law or under reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and Lien on the Collateral described in each such agreement (subject to any Permitted Lien) shall have been delivered to the Administrative Agent, and all promissory notes and instruments (including the Borrower Intercompany Note) of the Loan DocumentParties shall have been endorsed in blank and delivered to the Administrative Agent. (i) The Loan Parties shall have executed and delivered that certain Intercompany Subordination Agreement, all in form and substance satisfactory to the Administrative Agent and the Lenders, and the Borrower Intercompany Note shall have been pledged to the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall have received the original Borrower Intercompany Note together with an endorsement duly executed in blank. (j) The Term Notes, the Revolving Notes and the Swingline Note shall have been duly issued, executed and delivered by the Borrowers to the Administrative Agent. (k) The Lenders shall have received, sufficiently in advance of Master Documentary Agreement and the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information Master Standby Agreement shall have been requested at least 10 Business Days duly executed by the Borrowers and delivered to the Administrative Agent and shall be in advance of the Closing Datefull force and effect. (l) [Reserved]The Control Agreements shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect on such date with respect to each of the following deposit or investment accounts of the Loan Parties: (i) the Cash Collateral Account, (ii) the Dividend/CapEx Funding Account, (iii) the CapEx Funding Account, (iv) the Concentration Account and (v) the Disbursement Account into which proceeds of Loans are funded and the Blocked Accounts maintained by the Loan Parties with Bank of America, N.A. (m) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Administrative Agent and shall be in full force and effect, and 100% of the issued and outstanding Capital Stock of the Borrowers and all Domestic Subsidiaries owned by Holdings, the Borrowers or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation — Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries owned by Holdings, the Borrowers or any Domestic Subsidiary shall have been duly and validly pledged thereunder to the Administrative Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Administrative Agent. (mn) The Administrative Agent and the Lenders shall have received copies of favorable UCC, tax and judgment lien search reports with respect to each Loan Party in all necessary or appropriate jurisdictions and under all legal and trade names of all Loan Parties together with copies of the financing statements disclosed by such search, accompanied by evidence satisfactory to the Administrative Agent and the Lenders that the Liens indicated in any such financing statement would be permitted under Section 6.2 or have been released. The Administrative Agent shall have received duly executed documentation evidencing the termination of all Liens granted in the Pledged Stock and in any other Collateral in connection with existing Indebtedness of any Borrower or any of the Subsidiaries or any other Person (other than Permitted Liens), all in form and substance satisfactory to the Lenders and the Administrative Agent. (o) The Administrative Agent shall have received certified copies of the Holdings Subordinated Note Documents and all other material documents executed or delivered in connection therewith, all in form and substance satisfactory to the Lenders and the Administrative Agent. (p) The Administrative Agent shall have received copies of, or an insurance broker’s or agent’s certificate as to coverage under, the insurance policies required by Section 5.2 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a solvency “standard” or “New York” lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. (q) The Related Transactions shall have been consummated prior to or simultaneously with the initial Credit Event hereunder in accordance with applicable law. The Existing Letters of Credit shall have been (i) cancelled, (ii) cash collateralized, or (iii) back-stopped with Letters of Credit on terms and in a manner satisfactory to the Administrative Agent. (r) After giving effect to the Related Transactions, (i) none of the Loan Parties shall have any preferred stock outstanding (other than preferred stock owned by Loan Parties and pledged pursuant to the Pledge Agreement) and no Indebtedness other than the Obligations and guarantees thereof and Indebtedness otherwise permitted under Section 6.1, and (ii) Holdings shall have outstanding no equity interest or Indebtedness other than its Capital Stock and the Holdings Subordinated Notes. (s) The Lenders shall have received the audited annual consolidated financial statements of Holdings and its consolidated Subsidiaries for the Annual Fiscal Period ended December 31, 2004, together with the consolidated income statement of Holdings and its consolidated Subsidiaries for the Monthly Fiscal Period ended January 31, 2005, each in form and substance satisfactory to the Lenders and the Administrative Agent, together with a certificate in the form of Exhibit GHoldings, dated the Closing Date and signed by a Financial Officer of Holdings, to the effect that such financial statements fairly presents the financial position of the Loan Parties on a consolidated basis in accordance with U.S. GAAP (subject to year-end adjustments in the case of the monthly income statement), and the Lenders shall be reasonably satisfied that such financial statements and the financing arrangements contemplated hereby are not materially inconsistent with the Initial Projections and the model contained therein. On or prior to the Closing Date, the Borrowers shall also have provided (x) the Initial Projections, (y) a certificate of the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated Borrowers confirming that the Closing Date and signed by an officer of Holdings certifying that all the conditions financial covenants contained in Sections 4.01(b)6.10, (c) 6.11 and (d) have been met. (o) The Collateral Agent shall have received 6.12, determined on a pro forma consolidated basis for the results, as of a recent date, of UCC, United States Patent Borrowers and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to its Subsidiaries for the extent reasonably requested by the Collateral Agent twelve-month Fiscal Period most recently ended prior to the Closing Date (adjusted to give effect to the Related Transactions on or about the Closing Date as if such Related Transactions occurred on the first day of such twelve-month Fiscal Period), are not violated and certifying that as of the Closing Date, and on a pro forma basis, (a) the Total Leverage Ratio does not exceed 4.65:1.00; (b) the Senior Leverage Ratio does not exceed 2.25:1.00; and (c) the Interest Coverage Ratio is no less than 2.05:1.00, and (z) such other financial information as the Lenders shall reasonably have requested in connection with the Related Transactions. (t) All requisite Governmental Authorities and all material third parties shall have approved or consented to the Related Transactions to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the consummation of Related Transactions. (u) The Borrower Representative shall have established the Cash Collateral Account, which shall be maintained in the sole dominion and control of the Administrative Agent on behalf of the Secured Parties, and shall have on deposit in such account an amount equal to not less than $8,419,000. (v) The Borrower Representative shall have established the Dividend/CapEx Funding Account, which shall be maintained in the sole dominion and control of the Administrative Agent on behalf of the Secured Parties, and shall have funds on deposit in such account an amount equal to not less than $9,540,000. (w) The Borrower Representative shall have established the CapEx Funding Account, which shall be maintained in the sole dominion and control of the Administrative Agent on behalf of the Secured Parties, and shall have on deposit in such account an amount equal to not less

First Credit Event. On OnThe conditions to the First Credit Event were satisfied on the Closing Date:. (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of the Lenders and each L/C Issuer on the Closing Date, a favorable written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇▇ & K▇▇▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇▇, J▇▇▇▇▇ & E▇▇▇▇▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent (ii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (vii) S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (k) The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall have been requested at least 10 Business Days in advance of the Closing Date. (l) [Reserved]. (m) The Administrative Agent shall have received a solvency certificate in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of Holdings. (n) The Administrative Agent shall have received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by the Collateral Agent prior to the Closing Date.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Closing DateFacing Agent, a favorable customary written opinion of (i) (a) Wachtell, Lipton, R▇▇▇▇ Winston & K▇Stra▇▇, special New York counsel, (b) P▇▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇▇▇▇, P.A., Delaware .S. counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇Borrowers, in-house counsel for the Loan Parties, in each case, in form and substance reasonably satisfactory substantially to the Administrative Agent effect set forth in Exhibit G-1, (ii) Stikeman Elliott LLPElliott, Canadian Ontario counsel for the Loan Parties with respect Borrowers, substantially to the laws of Ontario, British Columbia and Alberta, effect set forth in form and substance reasonably satisfactory to the Administrative AgentExhibit G-2-A, (iii) Stikeman Elliott LLPElliott, Canadian Quebec counsel for the Loan Parties with respect Borrowers, substantially to the laws of Quebec, effect set forth in form and substance reasonably satisfactory to the Administrative AgentExhibit G-2-B, (iv) Stikeman Elliot LLPElliott, Canadian tax counsel for the Loan PartiesBorrowers, in form and substance reasonably satisfactory substantially to the Administrative Agent, effect set forth in Exhibit G-2-C and (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba each local counsel for the Loan Parties in form and substance reasonably satisfactory set forth on Schedule 5.02 (a) substantially to the Administrative effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, (B) addressed to the Facing Agent, (vi) Field LLPthe Agents and the Lenders, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and (viiC) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Agents shall reasonably request and with such other changes as are reasonably acceptable to the Agents, and the Transactions as the Administrative Agent shall reasonably request, and Holdings Borrowers hereby instructs its instruct their counsel to deliver such opinions. (cb) All legal matters incident to this Agreement, the borrowings Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agents, the Lenders and the Facing Agent. (dc) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (iA), (ii), (iiiB) and (ivC) below: below with respect to each Loan Party: (iA) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) relevant Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), or Governmental Authority; (y) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party; (iiB) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying certifying (Aw) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause Date, (B) below, (Bx) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (or equivalent governing body) Directors of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings hereunderTransactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (Cy) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement incorporation of such Loan Party have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (iA) above, which shall be a date prior to the date of the resolutions described in clause and (B) above, (Dz) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and Party; (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iiiC) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (iiB) above; and (iv) and such other documents as the Agents may reasonably request. (d) The Administrative Agent may reasonably request shall have received a certificate of Stone, dated the Closing Date and signed by a Financial Officer of and on behalf of Stone, confirming compliance with the conditions precedent set forth in paragraphs (including, without limitation, tax identification numbers b) and addresses)(c) of Section 5.01. (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent, shall have been delivered. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (j) The Administrative Agent shall have received all fees due Fees and payable on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties either Borrower hereunder or under any other Loan Document. (kf) Each of the Guarantee Agreements shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (i) The Lenders Pledge Agreements and the Bond Pledge Agreements shall have receivedbeen duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, sufficiently and (i) all the outstanding capital stock of SLP US and its Domestic Subsidiaries owned, directly or indirectly, by Stone and all the outstanding capital stock of each Subsidiary of Canco shall have been duly and validly pledged thereunder to the Collateral Agent and certificates representing such shares, accompanied in advance the case of certificated shares by stock powers endorsed in blank, shall be in the actual possession of the Closing Date, all documentation Collateral Agent; and other information that may be required (ii) the Security Agreements and the Hypothecs shall have been duly executed by the Lenders Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) reasonably requested by the Agents to be filed, registered or recorded in order to enable compliance with applicable “know your customer” create in favor of the Collateral Agent a valid, legal and antiperfected or published first-money laundering rules priority or first ranking security interest in and regulations, including lien on the Patriot Act including the information Collateral described in each such agreement (subject to any Lien expressly permitted by Section 9.19; provided such information 7.02) shall have been requested at least 10 Business Days in advance delivered to the Collateral Agent or the Trustee, as the case may be. (h) The Collateral Agent shall have received (i) the results of a search of the Closing DateUniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph, together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction reasonably requested by the Agents, in each case accompanied by evidence reasonably satisfactory to the Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 7.02 or have been released. (i) (i) Each of the Mortgages, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 7.02, (iii) a lender's title insurance policy or, in the case of Mortgaged Property located in Canada, except as otherwise agreed to by the Agents, a written legal opinion, together with such surveys reasonably requested by the Agents, paid for by the Borrowers, in form and substance reasonably acceptable to the Agents, insuring or opining, as the case may be, that such Mortgage constitutes a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02 or otherwise agreed to by the Agents) shall have been received by the Agents and (iv) the Collateral Agent shall have received such other documents as reasonably requested in writing by the Agents. (j) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 6.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (k) Except with respect to the Final Transaction Steps, the Acquisition shall have been consummated substantially simultaneously with the initial Credit Event hereunder in accordance (i) in all material respects with applicable law and (ii) in all material respects with the terms of the Reorganization Agreement; and the conditions to Stone's obligations set forth in the Pre-Merger Agreement shall have been satisfied without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Agents. (l) [Reserved]All principal, premium (if any), interest, fees and other amounts due and owing under the Existing SLP Indebtedness shall have been paid in full, the commitments thereunder terminated and all guarantees thereof and security therefor released and discharged, and the Agents shall have received reasonably satisfactory evidence thereof. After giving effect to the Acquisition and the other Transactions, SLP US, Canco and their respective subsidiaries shall have outstanding no Indebtedness other than Loans hereunder and Indebtedness set forth on Schedule 7.01. (m) The Administrative Agent shall have received a solvency certificate the financial statements referred to in Section 4.05, which financial statements shall not be materially inconsistent with the form of Exhibit Ginformation, dated projections and financial models delivered prior to the Closing Date and signed by the chief financial officer of Holdingsdate hereof. (n) The Administrative Agent All requisite material approvals and consents to the Acquisition and the other Transactions of or from Governmental Authorities and all material third parties shall have been received an officer’s certificate in the Form of Exhibit L, dated the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been met. (o) The Collateral Agent shall have received the results, as of a recent date, of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, in each case to the extent reasonably requested by required and all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on the Collateral Agent prior to Acquisition (including the Closing DateFinal Transaction Steps) and the other Transactions, or the consummation of the other transactions contemplated hereby or that would require any divestiture of a material portion of the assets of Canco.

First Credit Event. On the Closing Date: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer on the Closing DateIssuing Bank, a favorable written opinion of (i) Port▇▇ & ▇edg▇▇, ▇.L.P., counsel for Allied and the Borrower, substantially to the effect set forth in Exhibit N-1, (aii) WachtellThom▇▇ ▇. ▇▇▇▇▇, Lipton▇▇q., Rinternal counsel of Allied and the Borrower, substantially to the effect set forth in Exhibit N-2, (iii) Davi▇▇, ▇▇▇▇ & K▇▇▇eck, special New York counselCanadian counsel for Allied and the Borrower and each Canadian Local Counsel set forth on Schedule 4.02(a), substantially to the effect set forth in Exhibit N-3 and (biv) PIvan ▇. ▇▇▇▇▇▇, J▇▇▇▇ & E▇▇▇q., internal counsel for Laid▇▇▇, P.A., Delaware counsel for the Loan Parties and (c) C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, in-house counsel for bstantially to the Loan Partieseffect set forth in Exhibit N-4, in each casecase (A) dated the Closing Date, in form and substance reasonably satisfactory (B) addressed to the Administrative Agent (ii) Stikeman Elliott LLPIssuing Bank, Canadian counsel for the Loan Parties with respect to the laws of Ontario, British Columbia and Alberta, in form and substance reasonably satisfactory to the Administrative Agent, (iii) Stikeman Elliott LLP, Canadian counsel for the Loan Parties with respect to the laws of Quebec, in form and substance reasonably satisfactory to the Administrative Syndication Agent, (iv) Stikeman Elliot LLP, Canadian counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (v) L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Law Corporation, Manitoba counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, (vi) Field LLP, Nunavut counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Documentation Agent and the Lenders, and (viiC) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia counsel for the Loan Parties, in form reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent, the Syndication Agent or the Documentation Agent shall reasonably request, and Holdings Allied and the Borrower hereby instructs its request such counsel to deliver such opinions. (cb) All legal matters incident to this Agreement, the borrowings Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moor▇, ▇▇unsel for the Syndication Agent, the Administrative Agent and the Documentation Agent. (dc) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each of Allied, the Borrower, Allied Finance, Allied Canada and each other material Loan Party, (x) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) appropriate government officials of the jurisdiction of its organizationincorporation, and a certificate as to the status, compliance or good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such of Allied, the Borrower, Allied Finance, Allied Canada and each other material Loan Party as of a recent date date, 74 68 from such Secretary of State (or other similar official)State, or (y) in the case of a partnership or limited liability companyCanadian Subsidiaries, certified by the manager, Secretary or Assistant Secretary or other an appropriate officer of each such Loan Party; government official; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each of Allied, the Borrower, Allied Finance, Allied Canada and each other material Loan Party dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the by-laws (of Allied, the Borrower, Allied Finance, Allied Canada or partnership agreementeach such other material Loan Party, limited liability company agreementas the case may be, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, , (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing bodyif applicable, the shareholder or shareholders) of such the Loan Party (or its managing general partner or managing member) Parties authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowersthe Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, effect, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement incorporation of such Loan Party have not been amended since the date of the last amendment thereto disclosed shown on the certificate of good standing furnished pursuant to clause (i) above, which shall be a date prior to the date of the resolutions described in clause (B) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (E) as to the absence of any pending proceeding for the dissolution, winding-up or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; ; (iii) a certificate of another officer, director or attorney-in-fact officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and and (iv) such other documents as the Administrative Agent may reasonably request (includingLenders, without limitationthe Issuing Bank or Cravath, tax identification numbers and addresses). (e) The Collateral and Guarantee Requirements required to be satisfied on or prior to the Closing Date shall have been satisfied or waived by the Administrative Agent. (f) After giving effect to the Transactions and the other transactions contemplated herebySwaine & Moor▇, Holdings and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Refinancing shall be consummated concurrently with the closing under this Agreement. A payoff letter in respect of the Existing Credit Agreement and release of the Liens with respect thereto, each in form and substance reasonably satisfactory to ▇▇unsel for the Administrative Agent, shall have been deliveredthe Syndication Agent and the Documentation Agent may reasonably request. (h) The Lenders shall have received the financial statements referred to in Section 3.05(a). (i) No provision of any applicable law or regulation and no judgment or order shall prohibit the consummation of the Transactions except for laws, regulations, judgments or orders which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All material actions by or in respect of or material filings with any Governmental Authority required to permit the consummation of the Transactions shall have been taken, made or obtained, except for any such actions or filings the failure of which to take, make or obtain would not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or are not required pursuant to Agreed Security Principles. (jd) The Administrative Agent shall have received all fees due and payable on or prior to a certificate, dated the Closing Date andand signed by a Financial Officer of the Borrower, to confirming compliance with the extent invoicedconditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent, the Syndication Agent and the Documentation Agent shall have received all Fees and other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp and Osler, H▇▇▇▇▇ & Harcourt LLP) required to be reimbursed or paid by the Loan Parties Borrower hereunder or under any other Loan DocumentDocument (it being understood that, to the extent not invoiced, such expense shall be paid after the Closing Date promptly upon the presentation of invoices therefor). (f) Each of the Pledge Agreement and the Allied Finance Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and (i) all the outstanding capital stock of the Borrower and the Subsidiaries to the extent set forth in the Pledge Agreement and (ii) the Allied Canada Debentures shall have been, in each case, duly and validly pledged under the Pledge Agreement or the Allied Finance Pledge Agreement, as applicable, to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares and the Allied Canada Debentures, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. Each Canadian Securities Pledge Agreement shall have been duly executed by the parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including appropriate financing 75 69 statements) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and perfected first-priority security interest and hypothec in and lien on the Securities (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (g) The Security Agreement shall have been duly executed by the parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent; and each of the Canadian Collateral Covenant Agreement and the Allied Finance Collateral Covenant Agreement shall have been duly executed by the parties thereto, shall be delivered to the Collateral Agent and shall be in full force and effect. Each Canadian Debenture and each Canadian Debenture Pledge Agreement shall have been duly executed by the parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including appropriate financing statements) (or evidence that such document has been filed, registered or recorded, as applicable) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and perfected first-priority security interest in and lien on the property forming part of the Charged Premises (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. Each Canadian General Assignment of Book Debts shall have been duly executed by the parties thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including appropriate financing statements) (or evidence that such document has been filed, registered or recorded, as applicable) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and perfected first-priority security interest in and Lien on Debts (as defined in the Canadian General Assignment of Book Debts) (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. The Collateral Agent shall have received the results of a search of the personal property security legislation (or equivalent filings under equivalent legislation) filings made with respect to the applicable Loan Parties in the province in which the registered office of such person is located or in which any offices of such persons in which records have been kept relating to the Accounts (as defined in the Security Agreement) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. Each Hypothec shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect and each document required by law or reasonably requested by the 76 70 Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and perfected first- priority hypothec in and lien on the property forming part of the Charged Premises (subject to any Lien expressly permitted by Section 6.02 and excluding filings, registrations or recordations in any land title, land registry or similar office) described in such Hypothec shall have been delivered to the Collateral Agent. (h) The Guarantee Agreements shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (i) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (j) The Pledge Intercreditor Agreement shall have been duly executed by the parties thereto, shall been delivered to the Collateral Agent and shall be in full force and effect. (k) The Lenders Collateral Agent shall have received, sufficiently in advance received the results of a search of the Closing DateUniform Commercial Code (or equivalent filings) filings made with respect to the Loan Parties in the states (or other United States jurisdictions) in which the chief executive office of each such person is located, all documentation and other information that may be required by the Lenders any offices of such persons in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act including the information described in Section 9.19; provided such information shall which records have been requested at least 10 Business Days kept relating to Accounts and the other United States jurisdictions in advance which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the Closing Datefinancing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (l) [Reserved]The Collateral Agent shall have received a Perfection Schedule with respect to the Loan Parties located in the United States and a Canadian Perfection Certificate with respect to the Loan Parties located in Canada, in each case dated the Closing Date. (m) The Administrative Agent shall have received a solvency copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of HoldingsAdministrative Agent. (n) The Administrative Agent, the Syndication Agent and the Documentation Agent shall have received an officer’s certificate environmental assessment report in form, scope and substance reasonably satisfactory to the Form Lenders, from EMCON Corporation, as to environmental matters relating to Allied, the Borrower and the Subsidiaries, and the Lenders shall be reasonably satisfied with the nature and cost of Exhibit Lany environmental 77 71 hazards, dated liabilities or Remedial Action disclosed therein and with the Closing Date and signed by an officer of Holdings certifying that all the conditions in Sections 4.01(b), (c) and (d) have been metBorrower's plans with respect thereto. (o) The Collateral Substantially contemporaneously with the first Credit Event, Allied shall have repaid in full the principal of all loans outstanding, interest thereon and other amounts due and payable under the Existing Credit Agreement and under each other agreement related thereto, and the Administrative Agent shall have received duly executed documentation either evidencing or necessary for (i) the resultstermination of the Existing Credit Agreement and each other agreement related thereto (other than the Existing Letters of Credit and all applications and reimbursement agreements related thereto), (ii) the cancellation of all commitments thereunder and (iii) the termination of all related agreements (other than the Existing Letters of Credit and all applications and reimbursement agreements related thereto) and guarantees and security interests granted by any Loan Party or any Subsidiary or any other person in connection therewith and the discharge of all obligations or interests thereunder. (p) After giving effect to the Transactions, Allied, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans hereunder, (ii) the Indebtedness shown on Schedule 6.01 or otherwise permitted pursuant to Section 6.01, (iii) the Senior Subordinated Notes, (iv) the Laid▇▇▇ Debentures, (v) the Allied Canada Debentures and (vi) the preferred stock (the "Preferred Stock") of the Borrower set forth on Schedule 4.02(p). (q) There shall have been no material adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of Allied, the Borrower and the Subsidiaries (other than the Laid▇▇▇ ▇▇▇sidiaries), taken as a whole, since December 31, 1995, or of the Laid▇▇▇ Subsidiaries, taken as a recent datewhole, of UCCsince August 31, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches 1996. (r) The Acquisition shall have been consummated or equivalent reports or searchesshall be consummated simultaneously with the first Credit Event in accordance with applicable law, in each case accordance with the Stock Purchase Agreement (without giving effect to any waiver of any material condition set forth in the Stock Purchase Agreement not approved by the Lenders) and on terms reasonably satisfactory to the extent reasonably requested by Lenders and the consummation of the Transactions shall not create a prepayment event under any provision of any indenture or other agreement or instrument evidencing Indebtedness, other than the Existing Credit Agreement. The aggregate level of fees and expenses to be paid in connection with the Transactions shall not exceed $70,000,000. (s) The Indenture Trustee shall have delivered to the Borrower, the net proceeds relating to the Senior Subordinated Notes in accordance with the Collateral Agent Agreement, which such proceeds were delivered to the Indenture Trustee, pursuant to the Collateral Agreement, following the issuance of the Senior Subordinated Notes. The subordination provisions, covenants, events of default and remedies with respect to the Senior Subordinated Notes shall be satisfactory in all respects to the Lenders (it being understood and agreed that the Senior Subordinated Notes shall not have a maturity date prior to the tenth anniversary of the Closing DateDate and that the subordination provisions, 78 72 covenants, events of default and remedies contained in the Senior Subordinated Notes as issued on December 5, 1996, are acceptable). (t) Substantially contemporaneously with the first Credit Event, the Collateral Agreement shall have been terminated and all security interests thereunder in favor of the Indenture Trustee shall have been cancelled and discharged. (u) Allied shall have issued the Laid▇▇▇ ▇▇▇rant to Laid▇▇▇ and All