Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder at any time prior to the date of this Agreement and unless and until the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Documentation Agent with sufficient copies for the Lenders: (i) Duly executed originals of this Agreement. (ii) Duly executed originals of each of the Guaranties. (iii) Duly executed originals of each of the Subordination Agreements. (iv) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction Secretary of incorporationState of the State of Utah. (iiv) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iiivi) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent, the Documentation Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (ivvii) With respect to each of the Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty to which it is party. (viii) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vix) A written opinion of such Borrower's counselcounsel to the Borrower and the Guarantors, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vix) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (viixi) Written money transfer instructions, in substantially the form of Exhibit D"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. (viiixii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from and the Chief Financial Officer or Treasurer Documentation Agent that upon funding of the Companyinitial Advance hereunder, all Indebtedness under the Existing Credit Agreement shall have been paid in full. (ixxiii) The Guaranty, duly executed by Information satisfactory to the CompanyDocumentation Agent and the Lenders regarding the Borrower's Year 2000 Program. (xxiv) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds . 1a-222232 20 Promptly upon funding of the initial AdvanceInitial Advance hereunder, the Documentation Agent shall cause to be released any security interest in any collateral securing the Indebtedness under the Existing Credit Agreement. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code Code of regulations Regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, ’s general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer Evidence of the Companytermination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among the Borrower, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Debt and other obligations thereunder. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) A certified copy of the FERC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents. (viii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiiix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer Copies of the Company. (ix) The GuarantyBond Documents, duly executed certified by the CompanySecretary or an Assistant Secretary of the Borrower. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation or articles or certificate of such Borrowerorganization, as applicable, of each of the Borrower and the Guarantors, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of incorporationorganization. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowereach of the Borrower and the Guarantors, of its respective by-laws laws, regulations or code of regulations operating agreement, as applicable, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower Person is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowereach of the Borrower and the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower and the Guarantors authorized to sign the Loan Documents to which such Borrower Person 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 BorrowerPerson. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (viv) Any Notes requested by a Lender pursuant to Section 2.14 2.16 payable to the order of each such requesting Lender. (vi) The Guaranty duly executed by the Guarantors. (vii) The Security Agreement duly executed by the Borrower and the Guarantors. (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as the Administrative Agent may request. (ix) Bailee agreements in form and substance satisfactory to the Administrative Agent and the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor. (x) An initial Borrowing Base Certificate and an initial Compliance Certificate. (xi) The results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against the Borrower and each Guarantor in (a) the office of the Secretary of State of such Person’s jurisdiction of organization and (b) each jurisdiction in which the Collateral (as defined in the Security Agreement) is located. (xii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiixiii) A pro forma covenant compliance The insurance certificate described in form Section 5.21 and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer Section 4.3.2 of the CompanySecurity Agreement. (ixxiv) The GuarantyIf the initial Credit Extension will be the issuance of a Facility LC, duly executed by the Companya properly completed Facility LC Application. (xxv) Evidence that the Third Amended and Restated Credit Agreement dated as of December 31, 1997 among the Borrower, the lenders party thereto and the agent named therein, as amended, shall have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens securing same shall have been released. (xvi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required under the Short Term Agreement became obligated to make the initial Advance hereunder unless pursuant to Section 2.1 thereof, and the Borrowers have satisfied Swing Line Bank became obligated to make the following conditions: (a) Each Borrower has furnished initial Swing Line Loan under Section 2.2 thereof upon submission, contemporaneously with execution of the Short Term Agreement, to the Administrative Agent with sufficient copies for of the Lendersfollowing: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such 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 Chief Financial Officer or Treasurer treasurer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of such counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (viix) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders, and a Swing Line Note payable to the order of the Swing Line Bank. (viix) 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 D"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. (viiixii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer The Guaranties duly executed by each of the CompanyGuarantors. (ix) The Guaranty, duly executed by the Company. (xxiii) 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 Short Term Agreement. (bii) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds Completion of the initial AdvanceBig O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (ciii) The presentation of evidence satisfactory Private Placement contained terms and conditions acceptable to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial AdvanceLenders. (div) Payment The Long Term Credit Agreement became effective as of the fees described in the letter agreement referred to in Section 10.13Closing Date.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form The Borrower shall have delivered accurate and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer complete copies of the CompanyAgreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent. (ix) The Guaranty, duly executed by the CompanyFive-Year Credit Agreement shall close simultaneously with this Agreement. (x) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Advance. (xi) Such other documents as any Lender the Agent or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance any Loans hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders the following and the other conditions set forth below have been satisfied, in each case on or before the Closing 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 or certificate of incorporation of such Borrowerthe Borrower and the Guarantor, together with all amendmentsamendments thereto, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iic) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrower and the Guarantor, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan Documents to which such by the Borrower is a partyand the Guaranty by the Guarantor. (iiid) An incumbency certificate, executed by the Secretary or an Assistant Secretary of such Borrowerthe Borrower and the Guarantor, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower and the Guarantor authorized to sign the Loan Documents Documents, and, in the case of the Guarantor, the Guaranty, and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (ive) A certificate, certificate dated the initial Borrowing Date and signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such 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. (vf) A written opinion of such the Borrower's and the Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructionsLenders, in substantially the form of Exhibit "D, addressed " hereto. (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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ixx) The Guaranty, duly executed by the Company. (xxi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Amended and Restated Credit Agreement dated as of March 3130, 1999 1994 among the Borrowers, R.P. ▇▇▇▇▇▇▇ ▇▇▇poration and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advancenot later than April 9, 1999. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement Facility A dated March 28September 23, 20021996, as amended, among the Borrowers Allegiance Corporation and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities of the fees described Company totaling not less than $95,000,000 have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the letter agreement referred to in Section 10.13proceeds of the initial Advance.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless until the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with (a) evidence that the Restructuring has been completed and (b) all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for the Lenderseach Lender: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer chief accounting officer or Treasurer the chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) 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. (viii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder and the Administrative Agent shall not issue any Letters of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation good standing from the Secretary of such Borrower, together State of Delaware with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Secretary of incorporationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrowers, of its their certificates of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such Borrowerthe Borrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Borrowers authorized to sign the Loan Credit Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or Treasurer the Chief Accounting Officer of such Borrowerthe Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's the Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Administrative Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit DAdministrative Agent, 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. (viii) A pro forma covenant duly completed compliance certificate as of April 16, 2008, in substantially the form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanyExhibit 3.1(viii) hereto. (ix) The Guaranty, A duly executed by completed certificate certifying as to the Companysolvency of the Borrowers. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial --------------- Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code Code of regulations Regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer Evidence of the Companytermination of the Long-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA as administrative agent thereunder, the termination of the Short-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA, as administrative agent thereunder and, in each case, evidence of the repayment in full of all Debt and other obligations thereunder. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (ivd) A certificate, signed by the Chief Financial Officer chief financial officer, treasurer, corporate controller or Treasurer investment portfolio manager of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vif) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (viig) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (xh) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for each of the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationan Authorized Officer. (ii) Copies, certified by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower it is a party. (iii) An incumbency certificate, executed by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the General Counsel of the Borrower's counsel, addressed to the Lenders Agent in substantially the form of Exhibit A."B-1" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable A written opinion of Massachusetts counsel to the order of each such requesting Lender. (vii) Written money transfer instructions, Borrower addressed to the Agent in substantially the form of Exhibit D, addressed "B-2" hereto. (vii) Borrower Notes payable to the Administrative order of the Agent and executed by Authorized Officer(s) of the Borrower. (viii) Loan/Credit Related Money Transfer Instructions from each Credit Party for each currency in which such Credit Party intends to request Advances hereunder, each signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender the Agent or its counsel may have reasonably requested. (bx) The presentation of evidence satisfactory Payment by the Borrower to the Administrative Agent of that portion of the Five-Year Commitment Fee due pursuant to Section 2.23 of this Agreement. (xi) No change in governmental regulations or policies having a Material Adverse Effect on the Borrower or any Lender shall have occurred. (xii) Simultaneous payment and performance by the Borrower of all liabilities and obligations under the Amended and Restated Senior Revolving Credit Agreement dated August 23, 2000, as of March 31amended, 1999 among under which agreement the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial AdvanceAgent is a Lender. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied Borrower has made payment to the following conditions: (a) Each Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer chief financial officer or Treasurer treasurer of such the Borrower, stating that on the date of the initial Borrowing Date Advance no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from the Chief Financial Officer of any required governmental approvals or Treasurer of the Companyconsents regarding this Agreement. (ix) The Guaranty, duly executed by the Company. (xviii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied Borrower has made payment to the following conditions: (a) Each Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from the Chief Financial Officer of any required governmental approvals or Treasurer of the Companyconsents regarding this Agreement. (ix) The Guaranty, duly executed by the Company. (xviii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied Borrower has made payment to the following conditions: (a) Each Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations by‑laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuingcontinuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of such the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed 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 requestedbe satisfied). (viii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from the Chief Financial Officer of any required governmental approvals or Treasurer of the Companyconsents regarding this Agreement. (ix) The GuarantyAll fees and other amounts due and payable on or prior to the Restatement Effective Date, duly executed including, to the extent invoiced, reimbursement or payment of any reasonable costs, internal charges and out of pocket expenses required to be reimbursed or paid by the CompanyBorrower hereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders Lender shall not be required to make the initial Advance hereunder or obligated to issue a Letter of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Lender with sufficient copies for the Lendersfollowing: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such the Borrower is a party, upon which certificate the Administrative Agent and the Lenders Lender shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders Lender in substantially the form of Exhibit A. (vi) Any Notes requested The Note duly executed by a Lender pursuant to Section 2.14 payable to the order of each such requesting LenderBorrower. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent Lender may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably Information satisfactory to the Administrative Agent from Lender regarding the Chief Financial Officer or Treasurer of the CompanyBorrower's Year 2000 Program. (ix) The Guaranty, duly executed An insurance certificate evidencing the catastrophic insurance carried by the CompanyBorrower and its Subsidiaries. (x) Such other documents as any the Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory requested except as it relates to the Administrative Agent that Borrower's trade secrets and other proprietary information. The Lender shall provide the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds Borrower with written confirmation upon satisfaction of the initial Advanceforegoing conditions. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance The insurance certificate described in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanySection 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The Guaranty, duly executed by the CompanyFirst National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required obligation of the Bank to make the initial Advance hereunder unless the Borrowers have satisfied is subject to the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenderscondition precedents: (i) Copies the receipt on or before the day of such Advance all of the articles or following, each dated (unless otherwise indicated) the date hereof, in form and substance satisfactory to the Bank: (1) This Agreement and the Revolving Credit Note, each duly executed by the Borrower. (2) A certificate of incorporation of such Borrower, together with all amendmentsgood standing for the Borrower and each Restricted Subsidiary which is a corporation, and a certificate of good standingexistence for each Restricted Subsidiary which is a partnership, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation or organization, as the case may be. (ii3) Copies, Copies (x) certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and of each Restricted Subsidiary which is a corporation, respectively, of its articles of incorporation (together with all amendments thereto) and its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for the Bank) authorizing the execution of the Loan Documents to which such Borrower entity is a party and (u) certified by the Secretary or Assistant Secretary of the general partner of each Restricted Subsidiary which is a partnership of its partnership agreement and any partnership certificate or other significant governing document, and of any partnership actions authorizing the execution of the Loan Documents to which such entity is a party. (iii4) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and of each Restricted Subsidiary, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower entity authorized to sign the Loan Documents to which such Borrower it is a partyparty and (in the case of the Borrower) to make borrowings hereunder, upon which certificate certificates the Administrative Agent and the Lenders Bank shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrower or by a Restricted Subsidiary, as the case may be. (iv5) A certificate, signed by the Chief a Senior Financial Officer or Treasurer of such the Borrower, stating that on the initial Borrowing Date borrowing date no Event of Default or Unmatured Potential Default has occurred and is continuing. (v) A written opinion of such Borrower's counselcontinuing and demonstrating compliance, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent on and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. Borrowing Date, with the financial covenants set forth in paragraph (cf) The presentation of evidence satisfactory to under the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers heading "COVENANTS" herein and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds with Section 6.20 of the initial AdvanceFirst Chicago Credit Agreement. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders No Lender shall not be required to make the initial Advance hereunder Loans to the Company unless the Borrowers have satisfied the following conditions: (a) Each Borrower Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of such Borrowerthe Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.; (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Company, of its the Company's by-laws (or code of regulations other similar governing documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower the Company authorized to sign the Loan Documents to which such Borrower the Company is a partyparty and to request Advances, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.the Company; (iv) A certificate, signed by the Chief a Financial Officer or Treasurer of such Borrowerthe Company, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing.continuing and the representations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of such Borrower's counselcounsel to the Company, addressed to the Lenders in substantially the form of Exhibit A.C, and a written opinion of counsel to Lafarge Canada Inc., addressed to the Lenders in substantially the form of Exhibit D; (vi) Any Notes A written opinion of counsel to the Agent, addressed to the Lenders in substantially the form of Exhibit E; (vii) The Notes, if any, requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.; (viiviii) Written money transfer instructions, in substantially the form of Exhibit DF, addressed to the Administrative Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.; (viiiix) A pro forma covenant compliance certificate in form and substance Evidence reasonably satisfactory to the Administrative Agent from that the Chief Financial Officer or Treasurer bilateral credit agreements, each dated as of September 1, 1994 and amended as of June 1, 1996, between the Company. (ix) The GuarantyCompany and the respective lenders party thereto have been terminated, duly executed by the Company.and all indebtedness, liabilities and obligations thereunder have been paid in full; and (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrowerthe Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower and each Guarantor authorized to sign the Loan Documents to which such Borrower 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 Borrower or such BorrowerGuarantor. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's and each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to All Guaranties signed by the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanyGuarantors. (ix) The Guaranty, duly executed Copies of such financial statements of the Borrower and its Subsidiaries required by the CompanyAgent, together with prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Agent. (x) Such The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other documents as Persons, in each case that are necessary in connection with the 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 Lender 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 counsel may consent on its own motion shall have reasonably requestedexpired. (ba) The presentation of evidence satisfactory All conditions precedent to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein FASCO Acquisition shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full satisfied pursuant to the FASCO Acquisition Documents or will be paid from waived by the proceeds of party entitled to do so to the initial Advance. extent permitted by Section 6.2 hereof; (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies A certified copy of the articles or certificate Borrower's Agreement of incorporation Limited Partnership as in effect of such Borrowerthe date of this Agreement and any certificates of limited partnership issued in connection therewith, together with all amendments, amendments thereto and a certificate list of good standingall general partners of the Borrower, each all certified by the appropriate governmental officer in its jurisdiction Secretary or Assistant Secretary of incorporationthe Managing General Partner. (ii) CopiesA copy, certified by the Secretary or Assistant Secretary of such Borrowerthe Managing General Partner, of its by-laws or code of regulations and of its Board of Directorsany partners' resolutions (and resolutions of resolutions or actions of other bodies, if any other body authorizing are deemed necessary by counsel for the execution of the Loan Documents to which such Borrower is a party.Agent) authorizing (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Managing General Partner, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower or the Managing General Partner authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate on behalf of the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) Copies of the articles of incorporation of the Managing General Partner, together with all amendments, and a certificate of existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of the Managing General Partner, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution of the Loan Documents and the performance of the obligations of the Borrower thereunder. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Managing General Partner, which shall identify by name and title and bear the signature of the officers of the Managing General Partner authorized to sign the Loan Documents. (vii) A certificate, signed by a senior financial officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of such Borrower's counselcounsel to the Borrower and the Managing General Partner, addressed to the Lenders in substantially the form of Exhibit A."E" hereto. (viix) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the CompanyLenders. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31Security Agreement, 1999 among the Borrowerstogether with all agreements, instruments, and documents necessary to effect the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds purpose of the initial Advance. (c) The presentation of evidence satisfactory to Security Agreement under applicable law, including without limitation duly executed UCC-1 financing statements describing the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds security interest of the initial Advance. (d) Payment Agent on behalf of the fees described Lenders in the letter agreement referred "Collateral" (as that term is defined in the Security Agreement) and acceptable for filing in the appropriate public offices in each jurisdiction which the Agent deems necessary or advisable to in Section 10.13perfect the security interest created thereby.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which 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 such Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit EXHIBIT D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partylaws. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) 4.1.2. The presentation of evidence satisfactory Lenders shall not be required to make the Administrative Agent that initial Advance hereunder, unless prior to or concurrently with the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds making of the initial Advance. (c) The presentation of evidence satisfactory to Advance hereunder, the Administrative Agent that the 364-Day Credit Existing Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and the Borrower shall have paid to the lenders and the agent thereunder any and all indebtedness, liabilitiesunpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, and any and all other obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of Borrower thereunder arising under or in connection with the fees described in the letter agreement referred to in Section 10.13.Existing Agreement. ARTICLE V

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each the representations and warranties contained in Article V are true and correct as of such date and (b) the Borrower or the applicable Guarantor has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such Borrowerthe Borrower and each of the initial Guarantors, together with all amendmentsamendments thereto, and a certificate of good SIDLEY AUSTIN BROWN & WOOD 29 g▇▇▇ standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each of the initial Guarantors, of its their respective articles of incorporation, together with all amendments thereto, their respective by-laws or code of regulations and of its their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower it is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each of the initial Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of such the Borrower and each of the initial Guarantors, respectively, authorized to sign the Loan Documents to which such Borrower it is a partyparty 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 such Borrowerthe Borrower or the applicable Guarantor. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the Chief Financial Officer chief financial officer or Treasurer treasurer of such 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. (v) A written opinion of such the Borrower's counsel, in form and substance satisfactory to the Administrative Agent and addressed to the Lenders Lenders, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation requested including, without limitation, each other document identified on the list of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated closing documents attached hereto as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.Exhibit F.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's general counsel, addressed to the Lenders in substantially the form of Exhibit A.A-1; and a written opinion of Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇ecial counsel to the Borrower in substantially the form of Exhibit A-2. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate charter of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such Borrower is a partyDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer treasurer of such 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. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from that all amounts owing under the Chief Financial Officer or Treasurer Amended and Restated Credit Agreement dated as of March 31, 1994 among the CompanyBorrower, 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. (ix) The Guaranty, duly executed by Information satisfactory to the CompanyAgent 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. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders Bank shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished finished to the Administrative Agent with sufficient copies for the LendersBank: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationan Authorized Officer. (ii) Copies, certified by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower it is a party. (iii) An incumbency certificate, executed by the Secretary Clerk or Assistant Secretary Clerk of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Bank shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the General Counsel of the Borrower's counsel, addressed to the Lenders Bank in substantially the form of Exhibit A."B-1" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable A written opinion of Massachusetts counsel to the order of each such requesting Lender. (vii) Written money transfer instructions, Borrower addressed to the Bank in substantially the form of Exhibit D"B-2" hereto. (vii) A written opinion of Masuda, Funai, Eife▇▇ & ▇itc▇▇▇▇, ▇▇d., special counsel to the Borrower, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Bank in substantially the Administrative Agent may have reasonably requestedform of Exhibit "B-3" hereto. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory written opinion of Dundas & Wils▇▇, ▇▇ited Kingdom counsel to Enesco p1c, addressed to the Administrative Agent from Bank in substantially the Chief Financial Officer or Treasurer form of the CompanyExhibit "B-4" hereto. (ix) The GuarantyA written opinion of Osler, duly executed by Hosk▇▇ & ▇arcourt, counsel to N.C. Cameron & Sons Limited, addressed to the CompanyBank in substantially the form of Exhibit "B-5" hereto. (x) Such other documents as any Lender or its counsel may have reasonably requested. A written opinion of Bake▇ ▇▇▇ McKe▇▇▇▇, ▇▇unsel to Enesco International (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.H.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied Borrower has made payment to the following conditions: (a) Each Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuingcontinuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of such the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed 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 requestedbe satisfied). (viii) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent from the Chief Financial Officer of any required governmental approvals or Treasurer of the Companyconsents regarding this Agreement. (ix) The GuarantyAll fees and other amounts due and payable on or prior to the Restatement Effective Date, duly executed including, to the extent invoiced, reimbursement or payment of any reasonable costs, internal charges and out of pocket expenses required to be reimbursed or paid by the CompanyBorrower hereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code Code of regulations Regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed by an Authorized Officer of the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, ’s general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer Evidence of the Companytermination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among DPL, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Debt and other obligations thereunder. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersAgent: (i) Copies of the articles or certificate of incorporation of such Borrowerthe Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, of its their by-laws or code of regulations and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Borrower Guarantor authorized to sign the Loan Documents to which such the Borrower and each 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 Borrowerthe Borrower or a Guarantor. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably Information satisfactory to the Administrative Agent from and the Chief Financial Officer or Treasurer of Required Lenders regarding the CompanyBorrower's Year 2000 Program. (ix) The GuarantyCollateral Documents, duly fully executed by the Companyall parties thereto. (x) The insurance certificate described in Section 5.20. (xi) A list of all existing insurance policies and contracts included in the current calculation of Net Present Value of Renewals, certified as true and correct by the chief financial officer of Borrower. (xii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder and the Agent shall not issue any Letters of Credit unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or A certificate of incorporation good standing from the Secretary of such Borrower, together State of Delaware and certificate of existence from the Secretary of State of Alabama with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its jurisdiction Secretary of incorporationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of such Borrowerthe Borrowers, of its their certificates of incorporation, together with all amendments thereto, and by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of such Borrowerthe Borrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such Borrower the Borrowers authorized to sign the Loan Credit Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrowerthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or Treasurer the Chief Accounting Officer of such Borrowerthe Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower's the Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders and the Swingline Note. (vii) Written money transfer instructions, in substantially a form required by the form of Exhibit DAgent, 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. (viii) A pro forma covenant duly completed compliance certificate as of March 31, 2004, in substantially the form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the CompanyExhibit 3.1(viii) hereto. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent and, if required by the Agent, with sufficient copies for the Lenders:Lenders (or has otherwise satisfied the Agent): (i) Copies of the certificate of incorporation and bylaws of the Parent, articles of organization (or certificate of incorporation formation) and operating agreement (or limited liability company agreement) of such 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, 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 such Borrowerthe Parent, of its by-laws or code of regulations 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 body authorizing the execution of the Loan Documents to which such the Parent, Borrower or any of Borrower’s Subsidiaries is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents to which such 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 such the Borrower. (iv) A certificate, signed This Agreement executed by the Chief Financial Officer or Treasurer of such Parent, Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred Agent and is continuingLenders. (v) A written opinion of such Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.12 payable to the order of each such requesting Lender. (vi) The Collateral Documents executed by the Parent, Borrower and all Domestic Subsidiaries, together with the stock certificates affected by the security interests described in Section 2.18. (vii) Written money transfer instructions, in substantially A written opinion of the form of Exhibit DParent’s and Borrower’s counsel, addressed to the Administrative Agent Lenders, in form and signed by an Authorized Officer, together with such other related money transfer authorizations as substance satisfactory to the Administrative Agent may have reasonably requestedAgent. (viii) A pro forma covenant compliance certificate in form Certificate of an Authorized Officer of the Parent and substance reasonably satisfactory the Borrower to the Administrative Agent from effect that (a) there has been no Material Adverse Effect since June 30, 2005 and (b) on the Chief Financial Officer Closing Date no Unmatured Default or Treasurer of the CompanyDefault exists. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (dx) Payment of the fees described in the letter agreement referred to upfront fee set forth in Section 10.132.4(c). (xi) There exists no Default or Unmatured Default under the 2003 Credit Agreement. (xii) No Material Adverse Effect relating to the Parent, Borrower and Borrower’s Subsidiaries has occurred since June 30, 2005. (xiii) The repayment of all amounts outstanding on the 2003 Credit Agreement (through funds under this Agreement).

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a partylaws. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) 4.1.2. The presentation of evidence satisfactory Lenders shall not be required to make the Administrative Agent that initial Advance hereunder, unless prior to or concurrently with the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds making of the initial Advance. (c) The presentation of evidence satisfactory to Advance hereunder, the Administrative Agent that the 364-Day Credit Existing Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and the Borrower shall have paid to the lenders and the agent thereunder any and all indebtedness, liabilitiesunpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, and any and all other obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial AdvanceBorrower thereunder arising under or in connection with the Existing Agreement. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendmentsamendments thereto, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of such the Borrower, of its by-laws laws. (iii) Copies, certified by the Secretary or code an Assistant Secretary of regulations the Borrower and each of its the Significant Subsidiaries existing at the date of the initial Advance hereunder, of Board of Directors' resolutions of such Person and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower Person is a party. (iiiiv) An incumbency certificateIncumbency certificates, executed by the Secretary or an Assistant Secretary of such Borrowerthe Borrower and each of the Significant Subsidiaries existing at the date of the initial Advance hereunder, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower Person authorized to sign the Loan Documents to which such Borrower Person 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 BorrowerPerson. (ivv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of such Borrower's counselcounsel to the Borrower and each of its Subsidiaries, addressed to the Lenders in substantially the form of Exhibit A.J. (vivii) From each of the Significant Subsidiaries of the Borrower existing on the date of the initial Advance hereunder, a Credit Guaranty and a Guarantor Subordination Agreement. (viii) Any Notes requested by a Lender pursuant to Section 2.14 2.3 or 2.4 payable to the order of each such requesting Lender. (viiix) Written money transfer instructions, in substantially the form of Exhibit DK, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance Credit Extension hereunder unless (a) the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders or (b) the following shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation of such each Borrower, together with all amendments, and a certificate certificates of existence and good standing, 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 such each Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents 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 such each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which 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 such Borrower. (ivvi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan 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 Chief Financial Officer or Treasurer chief financial officer of such each Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of such Borrower's the Borrowers' and the Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (viix) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (viix) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiixi) A pro forma covenant compliance certificate Guaranty duly executed by the Guarantors. (xii) The Administrative Agent shall have determined that (i) there has not been, since August 9, 2000, any material adverse change in form primary or secondary loan syndication markets or in capital markets generally that would impair syndication of the Loans hereunder and substance reasonably (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 from and addressing matters related to the Chief Financial Officer or Treasurer of Premier Acquisition Agreement and transactions contemplated thereby as may be requested by the CompanyAdministrative Agent. (ixxvii) The GuarantyA copy of the written opinion of Target's counsel delivered in connection with the November 2000 Acquisition, duly executed along with a letter addressed to the Lenders from Target's counsel authorizing the reliance by the CompanyLenders 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. (xxviii) 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. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder hereunder, and the Issuing Banks shall not be required to issue the initial Facility Letter of Credit hereunder, unless the Borrowers have satisfied the following conditions: Borrower has paid to Administrative Agent (a) Each the fees for the account of Lenders set forth in Arranger’s letter to Lenders dated February 3, 2006 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 3, 2006 (and accepted by Borrower on February 3, 2006) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to the Administrative Agent with sufficient copies for the LendersAgent: (i) Copies Subject to the provisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation of such Borrower, together with all amendments, and a certificate of good standing, each all certified by the appropriate governmental officer in its the jurisdiction of incorporation. (ii) CopiesSubject to the provisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by an authorized officer of such Guarantor and a certificate of good standing from the appropriate governmental officer in the jurisdiction of incorporation. (iii) Subject to the provisions of the last paragraph of this Section 5.1, copies, certified by the Secretary or Assistant Secretary of such BorrowerBorrower and each Guarantor that is a corporation, of its each such corporation’s by-laws or code of regulations and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of any each Guarantor that is not a corporation, other body appropriate consents and approvals, authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iiiiv) An Subject to the provisions of the last paragraph of this Section 5.1, for each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by the appropriate officer of such Guarantor’s manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the jurisdiction of formation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor’s manager, managing member or general partner, of such Guarantor’s operating agreement or limited partnership, as applicable. (v) Subject to the provisions of the last paragraph of this Section 5.1, incumbency certificatecertificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate officer of such BorrowerGuarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the such Borrower corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to which such Borrower is a partymake borrowings hereunder and to request, apply for and execute Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificate the certificates Administrative Agent Agent, Lenders and the Lenders Issuing Banks shall be entitled to rely until informed of any change in writing by such BorrowerBorrower or the applicable Guarantor. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of such General Counsel of Borrower's counsel, addressed to the Administrative Agent and Lenders in substantially the form of Exhibit A.E hereto. (vivii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof Lenders. (viiviii) Written The Guaranty duly executed by the Guarantors. (ix) Such written money transfer instructions, in substantially the form of Exhibit Dacceptable to Administrative Agent, 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. (viiix) A pro forma covenant compliance certificate in form and substance reasonably Evidence satisfactory to the Administrative Agent of payment in full (which payment may be made from the Chief Financial Officer or Treasurer proceeds of the Companyinitial Advance hereunder) of all principal sums outstanding under the Prior Credit Agreement, all accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement. (ixxi) The Guaranty, duly executed Any other information required by Section 326 of the CompanyUSA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower and Guarantors as is or may be required by Section 326 of the USA PATRIOT ACT. (xxii) Such other documents as any Lender or its Issuing Bank or their respective counsel may have reasonably requested. . In the case of the documents (bother than good standing certificates and resolutions) The presentation provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of evidence satisfactory the documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the Administrative Agent effect that the Five-Year documents furnished pursuant to the Prior Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid remain in full force and effect and have not been amended or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall if they have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds amended) including copies of the initial Advancesuch amendments. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersAgent: (i) Copies of the articles or certificate of incorporation of such Borrowerthe Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, of its their by-laws or code of regulations and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Borrower Guarantor authorized to sign the Loan Documents to which such the Borrower and each 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 Borrowerthe Borrower or a Guarantor. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. . AMENDED AND RESTATED CREDIT AGREEMENT (Clar▇/▇▇▇d▇▇, ▇▇c.) Page 23 29 (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless and until the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the LendersLenders and the other conditions set forth below have been satisfied: (i) Copies of the articles or certificate of incorporation of such Borrowerthe Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, of its by-laws or code of regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Borrower Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrowerthe Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Borrower Guarantor authorized to sign the Loan Documents to which the Borrower or such Borrower 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 Borrower or such BorrowerGuarantor. (iv) A certificate, signed by the Chief Financial Officer chief financial officer or Treasurer corporate controller of such the Borrower, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower's ’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, 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. (viii) A pro forma covenant compliance certificate in substantially the form and substance reasonably satisfactory of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to the Administrative Agent from the Chief Financial Officer or Treasurer of the Companydetermine compliance with this Agreement for fiscal quarter ended June 30, 2004. (ix) The GuarantyBorrower shall have paid all fees due to JPMorgan under the fee letter dated August 20, duly executed by the Company2004. (x) This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Agent and duly completed and executed by the Guarantors. (xii) The Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, or substantially contemporaneously shall be, paid in full. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the initial Advance or issue the initial Facility Letter of Credit hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings and request Facility Letters of Credit hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date or date of issuance of a Facility Letter of Credit (whichever occurs earlier) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) A duly completed Compliance Certificate. (viii) Written money transfer instructions, in substantially the form of Exhibit D"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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Advance. The Lenders shall not be required to make the --------------- initial Advance hereunder and this Agreement shall not become effective unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of such the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of such the Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which such Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of such the Borrower authorized to sign the Loan Documents and to which such Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such the Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer chief financial officer of such the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such the Borrower's counsel, addressed to the Agent and the Lenders in substantially the form of Exhibit A."E" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"G" 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.