Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders under the Long Term Agreement became obligated to make the initial Advance and the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and to the Administrative Agent, of the following: (i) Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of counsel to the Borrower, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and (or the Issuing Lender became obligated to Issuer issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution Letter of Credit) hereunder unless the Borrower has paid to the Agent all fees due to the Agent for its own account and the account of the Long Term Lenders under this Agreement to NBD (predecessor in interest to First National bank of Chicago) and pursuant to the Administrative Agentletter dated February 4, of 1997 between ANB and the followingBorrower, as amended August 28, 1997, and the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles of incorporation (or other applicable charter document) of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standingstanding for the Borrower and each Guarantor, both all certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws Borrower and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents or the Guaranties, as applicable. (viiii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of each the Borrower or such Guarantor authorized to sign the Loan Documents or the Guaranties, whichever is applicable, and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the applicable Guarantor. (viiiv) A certificate, signed by the treasurer chief financial officer of the Borrower, stating that on the initial Borrowing Date and after giving effect to the execution of this Agreement no Default or Unmatured Default has occurred and is continuingcontinuing and the representations and warranties contained in Article V are true and correct as of such date. (viiiv) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ixvi) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xivii) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiiviii) The Guaranties, duly Guaranties executed by Platinum Technology UK Limited and Platinum Technology GmbH. (ix) A written opinion(s) of each of Guarantor's counsel, addressed to the GuarantorsLenders, in form satisfactory to the Required Lenders. (xiiix) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance hereunder unless and until the Borrower has furnished to the Agent with sufficient copies for the Lenders and the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and to the Administrative Agent, of the followingother conditions set forth below have been satisfied: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer chief financial officer or corporate controller of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viiiv) A written opinion of counsel to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit "B" heretoAgent. (ixvi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xivii) Written money transfer instructions, in substantially the form of Exhibit "E" heretoC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiiviii) The Guaranties, duly executed by each of Existing Term Loan Agreement shall have been amended in form and substance satisfactory to the GuarantorsAgent and its counsel to (a) permit the Indebtedness under this Agreement and (b) amend the change in control provisions therein. (xiiiix) A compliance certificate in substantially the form of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended June 30, 2003 and stating that no Default or Unmatured Default exists. (x) The Borrower shall have paid all fees due to Bank One under the fee letter dated June 13, 2003. (xi) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance hereunder unless all obligations of the Borrower under its Credit Agreement dated as of July 15, 1992, as amended, are concurrently paid in full and the Issuing Lender became obligated to issue Borrower has furnished the following (each dated the date of such initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of ChicagoAdvance) and to the Administrative Agent, of Agent with sufficient copies for the followingLenders: (ia) Copies of the Partnership Agreement of the Borrower and the Operating Agreement, together with all amendments thereto, and copies of the articles of incorporation or partnership agreement of the Borrowereach Partner, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporationan Authorized Officer or a Partner, as applicable, as being true, correct and complete. (iib) Copies, certified by the Secretary or Assistant Secretary of the Borroweran Authorized Officer, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution by the Borrower of the Loan Documents. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borroweran Authorized Officer, which shall identify by name and title and bear the signature of the officers of the Borrower authorized Authorized Representatives to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (viid) A certificate, signed by the treasurer Vice President, Finance of the BorrowerOperator, stating that on the initial Borrowing Date no Default or Unmatured Event of Default has occurred and is continuing. (viiie) A written opinion Written opinions of counsel to the BorrowerGeneral Counsel of the Operator and ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, addressed to the Agents and the Lenders in substantially the form forms of Exhibit Exhibits "BB-1" and "B-2" hereto. (ixf) Notes payable to the order of each of the Lenders. (xg) Financial statements A certificate setting forth the Borrower's insurance coverage and insurers as of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the LendersClosing Date. (xih) Written money transfer instructions, in substantially Such other documents as any Agent or its counsel or the form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent Majority Lenders may have reasonably requested. (xiii) The GuarantiesSolely with respect to the initial Advance under Facility B, duly executed by each a FERC Certificate of Public Convenience and Necessity granting Borrower the Guarantorsrequisite authority to construct and operate the Extension and Expansion in form reasonably acceptable to the Borrower and the Agents. (xiiij) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at A certificate dated on the Closing Date pursuant to of an Authorized Officer certifying that the Long Term Agreement, the Administrative Agent's Fee Letter representations and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory warranties contained in Article V are true and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective correct as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder unless the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative AgentAgent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, of the followingin each case on or before October 15, 1997: (ia) Executed originals of this Agreement and each of the other Loan Documents, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto. (b) Copies of the articles of incorporation of the Borrower, together with all amendmentsamendments thereto, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iic) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments by the Borrower. (iiid) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (viie) A certificate, certificate dated the initial Borrowing Date and signed by the treasurer an Authorized Officer of the Borrower, stating that in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the consummation of the Merger and the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans, the consummation of the Merger, or the consummation of any of the transactions contemplated hereby or by the Reorganization Documents (collectively the "Closing Transactions"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened; (iii) contemporaneously with the initial Advance, all outstanding indebtedness for money borrowed of Capsure Holdings and its Subsidiaries under the Capsure Credit Agreement is being repaid in full; and (iv) there has occurred no material adverse change in Capsure Holdings' consolidated financial condition and operations as reflected in Capsure Holdings' consolidated financial statements as of December 31, 1996. Such certificate shall also set forth the Consolidated Capitalization Ratio as of the initial Borrowing Date (after giving effect to the consummation of the Merger and the making of the Loans hereunder); provided that, in calculating the Consolidated Capitalization Ratio for purposes of this Section 4.1(e), the Consolidated Net Worth of the Borrower and its Subsidiaries may be based on the pro forma balance sheet referred to in Section 5.5, so long as such Authorized Officer certifies that no event or change has occurred that could reasonably be expected to have a material effect on the stockholders' equity set forth on such balance sheet. (viiif) A certificate dated the initial Borrowing Date and signed by a senior officer of CNA Financial, in form and substance satisfactory to the Administrative Agent, to the effect that there has occurred no material adverse change in the consolidated financial condition and operations of the CCC Surety Operations as reflected in the consolidated financial statements of the CCC Surety Operations as of December 31, 1996. (g) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "ED" hereto. (h) A copy of the Reorganization Documents and any amendments, addressed supplements and modifications thereto certified as true and complete by an Authorized Officer of the Borrower together with evidence satisfactory to the Administrative Agent that the Merger is being consummated substantially contemporaneously with the making of the initial Advance. (i) Either evidence of termination of the Capsure Credit Agreement and signed repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent from the agent for the lenders under the Capsure Credit Agreement together with releases of any Liens securing such agreement. (j) A copy of each reinsurance agreement to which any of the Borrower's Insurance Subsidiaries is a party, certified as true and complete by an Authorized OfficerOfficer of the Borrower. (k) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, together with such including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (l) Such other related money transfer authorizations documents as any Lender or the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The obligation of the Lenders under the Long Term Agreement became obligated to make any Advance under this Agreement is subject to the initial Advance and satisfaction, in the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution sole discretion of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and to Agent, on or before the Administrative Agentdate thereof, of the followingfollowing conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the extent set forth in a supplemental agreement entered into between the Borrower and Agent: (ia) Copies Each of the articles Loan Documents shall have been duly executed and delivered by the respective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to each of incorporation the Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated in accordance with the provisions of this Agreement. (c) Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower. (d) Agent shall have received from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2006 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the Statement Date and a balance sheet as of March 31, 2007 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with all amendments, an Officer Certificate prepared as of the Interim Date and a certificate executed by any officer of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporationBorrower. (iie) CopiesUCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been duly recorded and filed to the satisfaction of Agent and its counsel. (f) Agent shall have received evidence, certified by in form, scope and substance and with such insurance carriers, satisfactory to the Secretary or Assistant Secretary of the BorrowerAgent, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if for all insurance policies required under any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iiig) An There shall be no pending or threatened litigation involving the Borrower which, in the judgment of the Agent, could have a material adverse effect on such Person or the ability of the Borrower to perform its obligations under the Loan Documents to which it is a party, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist. (h) All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. Agent shall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (i) Agent shall have received from the Borrower an incumbency certificate, executed dated as of the Closing Date, signed by a duly authorized officer of the Secretary Borrower and giving the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or Assistant Secretary of is to become a party; (b) with respect to the Borrower, which shall identify by name to make requests for Advances; and title (c) to give notices and bear the signature of the officers to take other action on behalf of the Borrower authorized to sign under the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerDocuments. (ivj) Copies of the articles of incorporation of each Guarantor, together with all amendments, and Agent shall have received a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) A favorable written opinion of counsel to the Borrower, dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of Agent and the Lenders. (xk) Financial statements Copies of the certificates, documents or other written instruments that evidence the Borrower's eligibility described in Section 5.11, and detailed business plans and projections for together with copies of all seller/servicer contracts to which the Borrower satisfactory is a party, all in form and substance satisfactory to the LendersAgent. (xil) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed Borrower shall have paid to the Administrative Agent all fees and expenses required pursuant to this Agreement and the other Loan Documents. (m) Borrower shall have provided such additional instruments and documents to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations the Lenders as the Administrative Agent and the Agent's counsel may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder until the Issuing Lender became obligated Borrower has furnished the Administrative Agent with (a) all fees required to issue be paid to the Lenders on the date hereof, (b) evidence that the Borrower's existing credit facility with Bank One, NA has been (or, concurrently with the initial Facility L/C under Article II hereof upon submissionAdvance hereunder, contemporaneously with execution will be) paid in full and (c) all of the Long Term Agreement to NBD (predecessor following, in interest to First National bank of Chicago) form and substance satisfactory to the Administrative AgentAgent and each Lender, of the followingand in sufficient copies for each Lender: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viiiv) A written opinion of counsel to the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit "B" heretoA. (vi) Executed counterparts of this Agreement executed by the Borrower and each Lender. (ixvii) Any Notes requested by a Lender pursuant to SECTION 2.13 payable to the order of each of the Lenderssuch requesting Lender. (xviii) Financial statements A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xiix) Written money transfer instructions, in substantially the form of Exhibit "E" heretoD, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiiix) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date and (b) the Issuing Lender became obligated to issue Borrower or the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and applicable Guarantor has furnished to the Administrative Agent, of Agent with sufficient copies for the followingLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each of the initial Guarantors, together with all amendmentsamendments thereto, and a certificate of good SIDLEY AUSTIN BROWN & WOOD 29 g▇▇▇ standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the initial Guarantors, of its their respective articles of incorporation, together with all amendments thereto, their respective by-laws and of its their respective Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the initial Guarantors, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers or employees of the Borrower and each of the initial Guarantors, respectively, authorized to sign the Loan Documents and to make borrowings which it is a party and, with respect to the Borrower, to request Loans hereunder, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the applicable Guarantor. (iv) Copies An opening compliance certificate in substantially the form of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificateExhibit B, signed by the chief financial officer or treasurer of the Borrower, showing the calculations necessary to determine compliance with this Agreement on the Closing Date and stating that on the initial Borrowing Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct as of such date, and (c) no material adverse change in the business, financial condition, operations or prospects of the Borrower has occurred since December 31, 2000. (viiiv) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance satisfactory to the Administrative Agent and addressed to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Administrative Agent and signed by an Authorized Officer, together with order of each such other related money transfer authorizations as the Administrative Agent may have reasonably requestedrequesting Lender. (xii) The Guaranties, duly executed by each of the Guarantors. (xiiivii) Such other documents as any Lender or its counsel may have reasonably requested. and requested including, without limitation, each other document identified on the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion list of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective closing documents attached hereto as of the Closing Date.Exhibit F.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance hereunder unless (a) concurrently with the making of such Advance, the Borrower shall have paid in full all principal, interest, fees and other amounts payable under each of the Credit Agreement dated as of February 28, 1994 between the Borrower and Bank One (then known as The First National Bank of Chicago), the Credit Agreement dated as of April 29, 1994 between the Borrower and Bank of America, N.A. (then known as NationsBank, N. A.) and the Issuing Lender became obligated to issue Letter of Credit Agreement dated as of November 16, 1998 among the initial Facility L/C under Article II hereof upon submissionBorrower, contemporaneously with execution of the Long Term Agreement to NBD various financial institutions and Bank One, NA (predecessor in interest to then known as The First National bank Bank of Chicago) and (b) the Borrower shall have furnished to the Administrative Agent, of Agent with sufficient copies for the followingLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, Copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of Evidence, in form and substance satisfactory to the articles of incorporation of each GuarantorAdministrative Agent, together with that the Borrower has obtained all amendments, and a certificate of good standing, both certified by governmental approvals necessary for it to enter into the appropriate governmental officer in its jurisdiction of incorporationLoan Documents. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borroweran Authorized Officer, stating that on the initial Borrowing Date (x) no Default or Unmatured Default has occurred and is continuingcontinuing and (y) the representatives and warranties set forth in Article V are true and correct as of such date. (viiivi) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.B. (ixvii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenderssuch requesting Lender. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xiviii) Written money transfer instructions, in substantially the form of Exhibit "E" heretoD, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiiix) Copies, certified as being correct and complete by an Authorized Officer, of (x) the Private Placement Agreement and (y) the Indenture dated as of December 1, 1995, between the Borrower and Bank One (then known as The GuarantiesFirst National Bank of Chicago), duly executed by each of the Guarantorsas trustee, and all supplements thereto. (xiiix) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and Credit Extension hereunder unless (a) the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrowers have furnished to the Administrative AgentAgent with sufficient copies for the Lenders or (b) the following shall have occurred, of the followingas applicable: (i) Copies of the articles or certificate of incorporation of the each Borrower, together with all amendments, and a certificate certificates of existence and good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies of the articles or certificate of incorporation or other charter documents of each Guarantor, together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of organization. (iii) Copies, certified by the Secretary or Assistant Secretary of the each Borrower, of its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iiiiv) Copies certified by the Secretary or Assistant Secretary of each Guarantor, of its bylaws or other organization agreement, and of its Board of Directors resolutions or of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party. (v) An incumbency certificate, executed by the Secretary or Assistant Secretary of the each Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of each such Guarantor authorized to sign the GuarantiesLoan Documents to which such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor. (vii) A certificate, signed by the treasurer chief financial officer of the each Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of counsel to the BorrowerBorrowers' and the Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.A. (ix) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" heretoD, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiixi) The Guaranties, A Guaranty duly executed by each of the Guarantors. (xii) The Administrative Agent shall have determined that (i) there has not been, since August 9, 2000, any material adverse change in primary or secondary loan syndication markets or in capital markets generally that would impair syndication of the Loans hereunder and (ii) the Parent Borrower has fully cooperated with the Administrative Agent's syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Parent Borrower's operations and prospects and such other information as the Administrative Agent deems necessary to successfully syndicate the Loans hereunder. (xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xiv) Copies, certified by an Authorized Officer of the Parent Borrower, of the November 2000 Acquisition Agreement and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby, other than the making of the initial Credit Extension hereunder, shall have been satisfied or waived, and that such transaction shall be consummated simultaneous with the making of the initial Credit Extension hereunder. (xv) Copies, certified by an Authorized Officer of the Parent Borrower, of that certain Agreement and Plan of Merger ("Premier Acquisition Agreement") dated as of August 11, 2000 among Premier Construction Products Statutory Trust, Premier Construction Products Acquisition Corp. and Republic Group Incorporated (together with its successors, "RGI") and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby shall have been satisfied or waived, and that such transaction shall be consummated prior to or simultaneous with the making of the initial Credit Extension hereunder. (xvi) A copy of the written opinion of RGI's counsel, delivered in connection with the Premier Acquisition Agreement, along with a letter addressed to the Lenders from RGI's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the Premier Acquisition Agreement and transactions contemplated thereby as may be requested by the Administrative Agent. (xvii) A copy of the written opinion of Target's counsel delivered in connection with the November 2000 Acquisition, along with a letter addressed to the Lenders from Target's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the November 2000 Acquisition as may be requested by the Administrative Agent. (xviii) Evidence that all funded Indebtedness owed by the Parent Borrower, its Subsidiaries and the Target, excluding the Existing Facility LCs and the Target Senior Subordinated Notes but including, without limitation, the Indebtedness evidenced by that certain Credit Agreement dated as of April 18, 1994, among the Parent Borrower, Bank One, NA (successor by merger to The First National Bank of Chicago), as Agent, and the other lenders named therein, as the same has been amended or modified from time to time, shall have been, or will be simultaneously with the funding of the initial Credit Extension, repaid in full. (xix) Evidence that as of the date hereof, the Parent Borrower has or has placed in escrow upon terms satisfactory to the Administrative Agent at least $130,000,000 in cash available, which funds shall be used as a portion of the purchase price for the November 2000 Acquisition. (xx) Copies of (a) the pro forma opening consolidated financial statements for the Parent Borrower giving effect to the November 2000 Acquisition (b) projections updating projections previously provided to the Lenders, and (c) such other information reasonably requested by the Administrative Agent or the Required Lenders, all in form and substance satisfactory to the Administrative Agent and the Required Lenders. (xxi) The corporate capital and ownership structure of the Parent Borrower and its Subsidiaries shall be as described in Schedule 4. The Administrative Agent shall be satisfied with the management structure, legal structure, voting control, liquidity and capitalization of each Borrower as of the date of the initial Credit Extension. (xxii) The Administrative Agent shall have received a true, correct, and complete copy of the Indenture governing the Target Senior Subordinated Notes (the "Indenture"), all material documents executed in connection therewith, and all amendments or supplements thereto, certified by an officer of the Parent Borrower to be true and correct and in full force and effect, together with a certificate of an officer of the Parent Borrower that no default then exists thereunder or will result from the transactions contemplated by this Agreement. (xxiii) Such other documents as the Administrative Agent, any Lender or its their counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder unless the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative Agent, of Agent with sufficient copies for the followingLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents and to make borrowings hereunderwhich it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viiiv) A written opinion of counsel to the Borrower's and each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.A. (ixvi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xivii) Written money transfer instructions, in substantially the form of Exhibit "E" heretoD, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedrequested and the payment of all fees required in connection herewith. (xiiviii) The Guaranties, duly executed All Guaranties signed by each of the Guarantors. (xiiiix) Such other documents as any Lender or Copies of such financial statements of the Borrower and its counsel may have reasonably requested. Subsidiaries required by the Agent, together with prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the following events occurred and conditions were fulfilled or waived:Agent. (ix) The Borrower paid and its Subsidiaries shall have obtained all fees due at Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Closing Date FASCO Acquisition and the other transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, and each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the completion of the FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired. (a) All conditions precedent to the FASCO Acquisition shall have been satisfied pursuant to the Long Term Agreement, FASCO Acquisition Documents or waived by the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable party entitled to do so to the Lenders. extent permitted by Section 6.2 hereof; (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder unless the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative Agent and, if required by the Agent, of with sufficient copies for the following:Lenders (or has otherwise satisfied the Agent): (i) Copies of the certificate of incorporation and bylaws of the Parent, articles of incorporation organization (or certificate of formation) and operating agreement (or limited liability company agreement) of Borrower, and the corresponding organization documents of all of Borrower’s Domestic Subsidiaries, together with all amendments, each certified by the Secretary or Assistant Secretary of Parent or Borrower, and a certificate of good standingstanding or existence for the Parent, both Borrower and Borrower’s Domestic Subsidiaries, each certified by the appropriate governmental officer in its jurisdiction of incorporation, and copies of the articles of incorporation of any foreign Subsidiary, together with all amendments certified by the secretary of said Subsidiary, but only to the extent of any changes from the date of the 2003 Credit Agreement. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerParent, of its by-laws Borrower and the authorized person for each Subsidiary, of its Board of Directors' ’ resolutions (or consent of members or partners, and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Parent, Borrower or any of Borrower’s Subsidiaries is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderwhich the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified This Agreement executed by the appropriate governmental officer in its jurisdiction of incorporationParent, Borrower, Agent and Lenders. (v) Copies, certified Any Notes requested by a Lender pursuant to Section 2.12 payable to the Secretary or Assistant Secretary order of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any such requesting Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, The Collateral Documents executed by the Secretary or Assistant Secretary of each GuarantorParent, which shall identify Borrower and all Domestic Subsidiaries, together with the stock certificates affected by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guarantiessecurity interests described in Section 2.18. (vii) A certificate, signed by the treasurer written opinion of the Parent’s and Borrower’s counsel, stating that on addressed to the initial Borrowing Date no Default or Unmatured Default has occurred Lenders, in form and is continuingsubstance satisfactory to the Agent. (viii) A written opinion Certificate of counsel an Authorized Officer of the Parent and the Borrower to the Borrowereffect that (a) there has been no Material Adverse Effect since June 30, addressed to 2005 and (b) on the Lenders in substantially the form of Exhibit "B" heretoClosing Date no Unmatured Default or Default exists. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (iix) Completion Payment of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms upfront fee set forth in Section 2.4(c). (xi) There exists no Default or Unmatured Default under the Acquisition 2003 Credit Agreement. (iiixii) The Private Placement contained terms and conditions acceptable No Material Adverse Effect relating to the LendersParent, Borrower and Borrower’s Subsidiaries has occurred since June 30, 2005. (ivxiii) The Short Term repayment of all amounts outstanding on the 2003 Credit Agreement became effective as of the Closing Date(through funds under this Agreement).

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make any Loans hereunder unless the initial Advance and the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative AgentAgent with sufficient copies for the Lenders the following and the other conditions set forth below have been satisfied, of in each case on or before the followingClosing Date: (ia) Executed originals of this Agreement and each of the other Loan Documents, including the Guaranty, which shall be in full force and effect, together with all schedules, exhibits, documents and financial statements required to be delivered pursuant hereto. (b) Copies of the articles of incorporation of the BorrowerBorrower and the Guarantor, together with all amendmentsamendments thereto, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iic) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments by the Borrower and the Guaranty by the Guarantor. (iiid) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and the Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower and the Guarantor authorized to sign the Loan Documents Documents, and, in the case of the Guarantor, the Guaranty, and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (viie) A certificate, certificate dated the initial Borrowing Date and signed by the treasurer an Authorized Officer of the Borrower, stating that in form and substance satisfactory to the Administrative Agent, to the effect that: (i) on the initial Borrowing Date (both before and after giving effect to the making of the Loans hereunder), each of the representations and warranties set forth in Article V of this Agreement is true and correct and no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans (collectively the "CLOSING TRANSACTIONS"), or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of such Person's knowledge, threatened. Such certificate shall also set forth the Consolidated Leverage Ratio as of the initial Borrowing Date (after giving effect to the making of the Loans hereunder), and (iii) all orders, consents, approvals, licenses, authorizations or validations of, or filings, recordings, registrations with, or exemption by, any Governmental Authority, or any subdivision thereof, required will have been obtained, given, filed or taken and are or will be in full force and effect (or the Borrower has obtained effective relief with respect to the application thereof) and all applicable grace periods have expired. (viiif) A written opinion of counsel to the Borrower's and the Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "ED" hereto, addressed . (g) Either evidence of termination of the Chase Credit Agreement and repayment of all Indebtedness outstanding thereunder or a bank payoff letter in form and substance acceptable to the Administrative Agent and signed by an Authorized Officer, from the agent for the lenders under the Chase Credit Agreement together with releases of any Liens securing such agreement. (h) The Administrative Agent shall have received all fees and other related money transfer authorizations amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) Such other documents as any Lender or the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder unless the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative Agent, of the following: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of its their Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower and to make borrowings hereundereach Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viiiv) A written opinion of counsel to the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto.A. (ixvi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders. such requesting Lender. AMENDED AND RESTATED CREDIT AGREEMENT (xClar▇/▇▇▇d▇▇, ▇▇c.) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. Page 23 29 (xivii) Written money transfer instructions, in substantially the form of Exhibit "E" heretoD, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties, duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Short Term Agreement became obligated to make the initial Advance pursuant to Section 2.1 thereof, and the Issuing Lender Swing Line Bank became obligated to issue make the initial Facility L/C Swing Line Loan under Article II hereof Section 2.2 thereof upon submission, contemporaneously with execution of the Long Short Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Agreement, to the Administrative Agent, Agent of the following: (i) Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of counsel to the Borrower, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders, and a Swing Line Note payable to the order of the Swing Line Bank. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties, Guaranties duly executed by each of the Guarantors. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Short Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Long Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance and hereunder unless the Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and Borrower has furnished to the Administrative Agent, of Agent with sufficient copies for the followingLenders: (i) Copies of the articles of incorporation charter of the Borrower, together with all amendments, and a certificate of good standing, both each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and of resolutions or actions of any other bodies, if any are deemed necessary by counsel for any Lender) body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunderDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that (a) on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuingcontinuing and (b) on the date hereof the representations and warranties contained in Article V are true and correct except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (viiiv) A written opinion of counsel to the Borrower's counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit "B" heretoAgent. (ixvi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenderssuch requesting Lender. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xivii) Written money transfer instructions, in substantially the form of Exhibit "E" heretoC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xiiviii) The GuarantiesEvidence satisfactory to the Agent that all amounts owing under the Amended and Restated Credit Agreement dated as of March 31, duly executed by each of 1994 among the GuarantorsBorrower, the lenders party thereto and Chemical Bank, as agent, as amended, shall have been paid in full and that such agreement shall have been terminated. (xiiiix) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (x) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders under the Long Term Agreement became obligated shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date, (b) the Issuing Lender became obligated to issue Administrative Agent has received duly executed originals of this Agreement from the initial Facility L/C under Article II hereof upon submissionBorrower, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) Lenders, and to the Administrative Agent, of and (c) the followingBorrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendmentsamendments thereto, and a certificate of good standingdue existence, both each certified by the appropriate governmental officer in its jurisdiction of incorporation.organization. SIDLEY A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its articles or certificate of incorporation (as also certified by the appropriate governmental officer referenced in clause (i) above) and its by-laws laws, in each case together with all amendments thereto, and of its Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of and its performance under the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which it is a party and to make borrowings request Loans hereunder, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency A compliance certificate, executed by in substantially the Secretary or Assistant Secretary form of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificateExhibit B, signed by the chief financial officer, treasurer or vice president of finance of the Borrower, setting forth the calculations necessary to determine the Borrower’s compliance with certain covenants set forth in this Agreement on the Closing Date and stating that on the initial Borrowing Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V are true and correct as of such date, and (c) no Material Adverse Change has occurred since December 31, 2002. Such certificate shall also demonstrate that the Borrower’s Consolidated Net Worth equals or exceeds $575,000,000 on the Closing Date. (viiiv) A written opinion of counsel to the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the Lenders. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance satisfactory to the Administrative Agent and addressed to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit "E" hereto, addressed A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the Administrative Agent and signed by an Authorized Officer, together with order of each such other related money transfer authorizations as the Administrative Agent may have reasonably requestedrequesting Lender. (xii) The Guaranties, duly executed by each of the Guarantors. (xiiivii) Such other documents as any Lender or its counsel may have reasonably requested. and requested including, without limitation, each other document identified on the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion list of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective closing documents attached hereto as of the Closing Date.Exhibit E.