Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) 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 organization, 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 organization. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantors, of its respective by-laws, regulations or 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 Person is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each 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 the Borrower and the Guarantors authorized to sign the Loan Documents to which such 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 Person. (iv) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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.

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 Borrower has paid to Administrative Agent (a) the Borrower has furnished to the Administrative Agent with sufficient copies fees for the Lendersaccount of Lenders set forth in Arranger’s letter to Lenders dated February 3, 2006 and (b) the following shall have occurredfees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 3, as applicable2006 (and accepted by Borrower on February 3, 2006) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent: (i) Copies Subject to the provisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each all certified by the appropriate governmental officer in its respective the jurisdiction of organizationincorporation. (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 each of the Borrower and the Guarantorseach Guarantor that is a corporation, of its respective each such corporation’s by-laws, regulations or operating agreement, as applicable, laws 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 Person 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 each of the Borrower and each Guarantor (or, in the Guarantorscase of a Guarantor that is not a corporation, the appropriate officer of such Guarantor 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 Borrower and the Guarantors such corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to which such Person 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 PersonBorrower or the applicable Guarantor. (ivvi) A written opinion of the General Counsel of Borrower's and Guarantors' counsel, addressed to the Administrative Agent and Lenders in substantially the form of Exhibit A.E hereto. (vvii) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderof Lenders. (viviii) 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 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. (xiiix) The insurance certificate described Evidence satisfactory to Administrative Agent of payment in Section 5.21 and Section 4.3.2 full (which payment may be made from the proceeds of the Security initial 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. (xivxi) If Any other information required by Section 326 of the initial Credit Extension will USA 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 issuance of a Facility LC, a properly completed Facility LC ApplicationUSA PATRIOT ACT. (xv) 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. (xvixii) Such other documents as any Lender or its Issuing Bank or their respective counsel may have reasonably requested. In the case of the documents (other than good standing certificates and resolutions) provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of the documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the effect that the documents furnished pursuant to the Prior Credit Agreement remain in full force and effect and have not been amended or (if they have been amended) including copies of such amendments.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has made payment to the 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, and (b) the following shall have occurred, as applicable: (i) Copies of the restated articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation, 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 each of the Borrower and the GuarantorsBorrower, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Personthe Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the 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 the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes Note requested by a Lender pursuant to Section 2.16 2.10 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 Evidence satisfactory to the Administrative Agent and the Lenders, for of any locations in which Inventory is stored and which are not owned by the Borrower required governmental approvals 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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security consents regarding this Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xviviii) Such other documents as any Lender or its counsel may have reasonably requested.

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 (a) the Borrower has Borrowers have furnished to the Administrative Agent Agent, with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable: (i) Copies of the articles or A certificate of incorporation or articles or certificate good standing from the Secretary of organization, as applicable, State of each of the Borrower and the Guarantors, together Delaware with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its respective jurisdiction Secretary of organizationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and the GuarantorsBorrowers, of its respective their certificates of incorporation, together with all amendments thereto, and by-laws, regulations or operating agreement, as applicable, laws 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 Person is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of each of the Borrower and the GuarantorsBorrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors Borrowers authorized to sign the Loan Credit Documents and to which such Person 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 Personthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' Borrowers’ counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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 GuarantorAgent. (xvi) An initial Borrowing Base Certificate Revolving Credit Notes payable to the order of each of the Lenders and an initial Compliance Certificatethe Swingline Note. (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. (xiivii) 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. (xiiiviii) The insurance A duly completed compliance certificate described as of April 16, 2008, in Section 5.21 and Section 4.3.2 substantially the form of the Security AgreementExhibit 3.1(viii) hereto. (xivix) If A duly completed certificate certifying as to the initial Credit Extension will be solvency of the issuance of a Facility LC, a properly completed Facility LC ApplicationBorrowers. (xv) 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. (xvix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required obligation of the Bank to make the initial Advance hereunder unless (a) the Borrower has furnished is subject to the Administrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicablecondition 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 or articles or certificate of organization, as applicable, of each of good standing for the Borrower and the Guarantors, together with all amendmentseach 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 respective jurisdiction of incorporation or organization, as the case may be. (ii3) Copies, Copies (x) certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorsof each Restricted Subsidiary which is a corporation, respectively, of its respective articles of incorporation (together with all amendments thereto) and its by-laws, regulations or operating agreement, as applicable, laws 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 Person 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 each of the Borrower and the Guarantorsof each Restricted Subsidiary, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors such entity authorized to sign the Loan Documents to which such Person 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 Personthe Borrower or by a Restricted Subsidiary, as the case may be. (iv5) A written opinion certificate, signed by a Senior Financial Officer of the Borrower's , stating that on the initial borrowing date no Event of Default or Potential Default has occurred and Guarantors' counselis continuing and demonstrating compliance, addressed to on and as of the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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 Date, with the financial covenants set forth in paragraph (f) under the heading "COVENANTS" herein 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 with Section 6.20 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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security First Chicago Credit Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder hereunder, and the LC Issuer shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the Borrower has furnished to the Administrative Agent with sufficient copies fees for the Lendersaccount of Lenders set forth in Arranger's letter to Lenders dated December 22, 2004 and (b) the following shall have occurredfees for the account of Administrative Agent and Arranger set forth in the letter agreement dated December 22, as applicable2004 (and accepted by Borrower on December 22, 2004) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent: (i) Copies Subject to the provisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each all certified by the appropriate governmental officer in its respective the jurisdiction of organizationincorporation, and any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (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 each of the Borrower and the Guarantorseach Guarantor that is a corporation, of its respective each such corporation's by-laws, regulations or operating agreement, as applicable, laws 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 Person 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 each of the Borrower and each Guarantor (or, in the Guarantorscase of a Guarantor that is not a corporation, the appropriate officer of such Guarantor 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 Borrower and the Guarantors such corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to which such Person 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 LC Issuer shall be entitled to rely until informed of any change in writing by such PersonBorrower or the applicable Guarantor. (ivvi) A written opinion of the General Counsel of Borrower's and Guarantors' counsel, addressed to the Administrative Agent and Lenders in substantially the form of Exhibit A.E hereto. (vvii) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderof Lenders. (viviii) 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 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. (xiiix) The insurance certificate described Evidence satisfactory to Administrative Agent of payment in Section 5.21 and Section 4.3.2 full (which payment may be made from the proceeds of the Security initial 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. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xvixi) Such other documents as any Lender or its LC Issuer or their respective counsel may have reasonably requested. In the case of the documents (other than good standing certificates and resolutions) provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of the documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the effect that the documents furnished pursuant to the Prior Credit Agreement remain in full force and effect and have not been amended or (if they have been amended) including copies of such amendments.

Initial Advance. The Lenders shall not be required to make the initial Advance any Loans hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and (b) Lenders the following shall and the other conditions set forth below have occurredbeen satisfied, as applicablein 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 or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsGuarantor, together with all amendmentsamendments thereto, and a certificate of good standing, each both certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (iic) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and the GuarantorsGuarantor, of its respective by-laws, regulations or operating agreement, as applicable, laws 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 Person is a partyby the Borrower and the Guaranty by the Guarantor. (iiid) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Borrower and the GuarantorsGuarantor, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors Guarantor authorized to sign the Loan Documents Documents, and, in the case of the Guarantor, the Guaranty, and to which such Person 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 Personthe Borrower. (ive) A certificate dated the initial Borrowing Date and signed by an Authorized Officer of the Borrower, 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. (f) A written opinion of the Borrower's and Guarantors' the Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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 " 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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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.

Initial Advance. The Lenders shall not be required to make the initial Advance Advances hereunder unless and until (a) the Borrower has satisfied the conditions precedent set forth in Section 4.2 and furnished to the Administrative Agent with sufficient in the number of copies for as the Lenders, Administrative Agent shall have reasonably requested each of the following items and (b) the following shall conditions have occurred, as applicableotherwise been satisfied: (i) Copies of the articles or a certificate of incorporation or articles or certificate of organization, as applicable, of each good standing of the Borrower and the Guarantors, together with all amendments, and a certificate of good standingeach Material Domestic Subsidiary, each certified by the appropriate governmental officer in its respective jurisdiction of organization, 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 each of the Borrower and the Guarantorseach Material Domestic Subsidiary, of its respective by-laws, regulations laws or operating agreement, as applicableits articles or certificate of incorporation or formation, together with all amendments, 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 and such Person Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Person Material Domestic Subsidiary 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 Personthe Borrower. (iv) A certificate, signed by the Chief Financial Officer or Treasurer of the Borrower, stating that on the Effective Date, both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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 the Lenders in form and substance reasonably acceptable to the Administrative Agent. (vi) This Agreement executed by an Authorized Officer, together with such other related money transfer authorizations as the Borrower. (vii) The Guaranty executed by the Guarantors in form and substance reasonably satisfactory to the Administrative Agent. (viii) All separately agreed amounts owing from the Borrower to the Administrative Agent may or the Arranger shall have reasonably requestedbeen paid. (xiiiix) The insurance certificate described An effective amendment to the Existing Credit Agreement in Section 5.21 form and Section 4.3.2 of substance reasonably satisfactory to the Security AgreementAdministrative Agent. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xvix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and Lenders or (b) the following shall have occurred, as applicable: (i) Copies A bring down certificate of the Secretary or Assistant Secretary of the Borrower certifying that the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each and the bylaws of the Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Guarantors, together Lenders in connection with all amendments, the Existing Credit Agreement and copies of the Borrower's Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationparty. (ii) Copies, certified by A bring down certificate of the Secretary or Assistant assistant Secretary of each Guarantor (other than American Gypsum Marketing Company, a Delaware corporation ("AGMC")) certifying that the articles or certificate of the Borrower incorporation and the Guarantors, bylaws of its respective by-laws, regulations or operating agreement, as applicable, such Guarantor have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of its such Guarantor's Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Person Guarantor is a party. (iii) Copies of the articles or certificate of incorporation or other charter documents of AGMC, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation. (iv) Copies certified by the Secretary or Assistant Secretary of AGMC, 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 AGMC is a party. (v) Copies of certificates of existence and good standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of organization. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Guarantors Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (vii) 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 Person 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 PersonGuarantor. (iv) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vviii) Any Notes requested by a Lender pursuant to Section 2.16 2.13 payable to the order of each such requesting Lender. (viix) The A Guaranty duly executed by the Guarantors. (viix) The Security Payment for the account of each Lender who executes this Agreement duly executed on or before July 20, 2001 of a fee equal to 0.20% multiplied by the Borrower and the Guarantors. (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering amount of 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 CertificateLender's Commitment. (xi) The results Payment of a Uniform Commercial Code search showing all financing statements accrued and other documents or instruments unpaid interest on file against the Borrower Obligations due 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 locatedpayable to July 20, 2001. (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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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 the Administrative Agent, any Lender or its their counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicableAgent: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the Guarantorseach Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, of its respective their by-laws, regulations or operating agreement, as applicable, laws 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 Person the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors such Guarantor authorized to sign the Loan Documents to which such Person 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 Personthe Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.13 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. (xiiiviii) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The Collateral Documents, fully executed by all parties thereto. (x) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement5.20. (xivxi) If A list of all existing insurance policies and contracts included in the initial Credit Extension will be current calculation of Net Present Value of Renewals, certified as true and correct by the issuance chief financial officer of a Facility LC, a properly completed Facility LC ApplicationBorrower. (xv) 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. (xvixii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make In the case of the initial Advance hereunder unless (a) the Borrower has furnished to Advance: 5.2.1. receipt by the Administrative Agent with sufficient copies for of each of the Lenders, and (b) the following shall have occurred, as applicablefollowing: (i) Copies copies of the articles or certificates of incorporation (or articles of organization, articles of formation, certificate of limited partnership or similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or articles formation of the Borrower or certificate of organizationeach Guarantor, as applicable, of each of the Borrower and the Guarantors, together with all amendmentsdated a current date, and a certificate of good standingone executed by an authorized representative acceptable to the Administrative Agent, each certified by dated the appropriate governmental officer in its respective jurisdiction of organizationClosing Date. (ii) Copiescopies of the bylaws (or regulations, certified by the Secretary operating agreement, partnership agreement, or Assistant Secretary of each similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the GuarantorsAdministrative Agent, dated the Closing Date. (iii) certificates of its respective by-lawsthe appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor has an executive office or principal place of business, regulations the Borrower or operating agreementany Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such state), each dated a current date, to the effect that the Borrower or such Guarantor, as applicable, is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, are duly qualified to transact business in such jurisdictions. (iv) certificates of incumbencies and signatures of all officers of the Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or such Guarantor, as applicable, executed by the an authorized representative acceptable to the Administrative Agent, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the authorized body of the Borrower and each Guarantor, as applicable accompanied by certificates of an authorized representative acceptable to the Administrative Agent that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the authorized body of the Borrower, or such Guarantor, as applicable, and of its Board of Directors’ that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and of resolutions or actions of any other body authorizing the execution are in full force and effect as of the Loan Documents to which such Person is a partyClosing Date. (iii) An incumbency certificate, executed 5.2.2. receipt by the Secretary or Assistant Secretary of each 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 the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person is a party, upon which certificate the Administrative Agent of the duly executed Note for each Lender in the amount at least equal to its Total Commitment, dated the Closing Date. 5.2.3. receipt by the Administrative Agent of the documents described in Section 4.1.1, each duly executed and delivered by the Lenders shall be entitled to rely until informed of any change in writing by such appropriate Person. (iv) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (vi) The Guaranty duly executed 5.2.4. receipt 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 Administrative Agent of such Collateral (as defined in the Security Agreement) title opinions or title data as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming title in such portions of the Collateral as the Administrative Agent may specify and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of the Collateral. 5.2.5. receipt by the Administrative Agent of satisfactory evidence that prior Liens, if any, on the Collateral (ixother than Permitted Liens) Bailee agreements are being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.6. receipt by the Administrative Agent of the opinions of counsel to the Borrower and each Guarantor 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) its counsel. 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) requests such counsel to deliver its opinions to the office Administrative Agent and the Lenders. 5.2.7. receipt by the Administrative Agent of the results of searches of the UCC records of the Secretary of State of such Person’s jurisdiction the State 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 Texas from a source acceptable to the Administrative Agent reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.8. receipt by the Administrative Agent of certificates of insurance from the insurance companies insuring the Borrower and signed the Guarantors, confirming insurance for the Borrower and the Guarantors meeting the standards of Section 7.4.1. 5.2.9. receipt by an Authorized Officer, together with the Administrative Agent of such other related money transfer authorizations additional information and documentation as the Administrative Agent or any Lender may have reasonably requested. require relating to the Loan Documents (xiiiand amendments thereto) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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 transactions contemplated hereby and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens securing same shall have been releasedthereby. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicableAgent: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the Guarantorseach Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, of its respective their by-laws, regulations or operating agreement, as applicable, laws 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 Person the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors such Guarantor authorized to sign the Loan Documents to which such Person 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 Personthe Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.13 payable to the order of each such requesting Lender. . AMENDED AND RESTATED CREDIT AGREEMENT (viClar▇/▇▇▇d▇▇, ▇▇c.) The Guaranty duly executed by the Guarantors. Page 23 29 (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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) and until the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, Lenders and (b) the following shall other conditions set forth below have occurred, as applicablebeen satisfied: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the Guarantorseach Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, of its respective by-laws, regulations or operating agreement, as applicable, 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 the Borrower or such Person Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Person 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 PersonGuarantor. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, stating that on the date hereof no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.13 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 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. (xiiiviii) The insurance A compliance certificate described in Section 5.21 and Section 4.3.2 substantially the form of Exhibit A signed by the Security AgreementBorrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended June 30, 2004. (xivix) If The Borrower shall have paid all fees due to JPMorgan under the initial Credit Extension will be the issuance of a Facility LCfee letter dated August 20, a properly completed Facility LC Application2004. (xvx) Evidence that This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Third Amended Agent and Restated duly completed and executed by the Guarantors. (xii) The Existing 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 indebtedness thereunder shall have been been, or substantially contemporaneously shall be, paid in full and all liens securing same shall have been releasedfull. (xvixiii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) the Each 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 organization, as applicable, of each of the Borrower and the Guarantorssuch Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorssuch Borrower, of its respective by-laws, laws or code of regulations or 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 Person Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorssuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 PersonBorrower. (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 the such Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit EXHIBIT A. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.14 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 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. (xiiiviii) The insurance A pro forma covenant compliance certificate described in Section 5.21 form and Section 4.3.2 substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Security AgreementCompany. (xivix) If The Guaranty, duly executed by the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationCompany. (xv) 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. (xvix) Such other documents as any Lender or its counsel may have reasonably requested. (b) 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 Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders, and Lenders or (b) the following shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate certificates of existence and good standing, each certified by the appropriate governmental officer in its respective 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. (iiiii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person 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 each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 PersonBorrower. (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 of each Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of the Borrower's Borrowers' and the Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vix) Any Notes requested by a Lender pursuant to Section 2.16 2.13 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. (xiiixi) The insurance certificate described in Section 5.21 and Section 4.3.2 of A Guaranty duly executed by the Security AgreementGuarantors. (xivxii) The Administrative Agent shall have determined that (i) there has not been, since August 9, 2000, any material adverse change in primary or secondary loan syndication markets or in capital markets generally that would impair syndication of the Loans hereunder and (ii) the Parent Borrower has fully cooperated with the Administrative Agent's syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Parent Borrower's operations and prospects and such other information as the Administrative Agent deems necessary to successfully syndicate the Loans hereunder. (xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xiv) Copies, certified by an Authorized Officer of the Parent Borrower, of the November 2000 Acquisition Agreement and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby, other than the making of the initial Credit Extension hereunder, shall have been satisfied or waived, and that such transaction shall be consummated simultaneous with the making of the initial Credit Extension hereunder. (xv) Copies, certified by an Authorized Officer of the Parent Borrower, of that certain Agreement and Plan of Merger ("Premier Acquisition Agreement") dated as of August 11, 2000 among Premier Construction Products Statutory Trust, Premier Construction Products Acquisition Corp. and Republic Group Incorporated (together with its successors, "RGI") and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby shall have been satisfied or waived, and that such transaction shall be consummated prior to or simultaneous with the making of the initial Credit Extension hereunder. (xvi) A copy of the written opinion of RGI's counsel, delivered in connection with the Premier Acquisition Agreement, along with a letter addressed to the Lenders from RGI's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the Premier Acquisition Agreement and transactions contemplated thereby as may be requested by the Administrative Agent. (xvii) A copy of the written opinion of Target's counsel delivered in connection with the November 2000 Acquisition, along with a letter addressed to the Lenders from Target's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the November 2000 Acquisition as may be requested by the Administrative Agent. (xviii) Evidence that all funded Indebtedness owed by the Third Amended Parent Borrower, its Subsidiaries and Restated 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 December 31April 18, 1997 1994, among the Parent Borrower, the lenders party thereto Bank One, NA (successor by merger to The First National Bank of Chicago), as Agent, and the agent other lenders named therein, as amendedthe same has been amended or modified from time to time, shall have been terminated and all indebtednessbeen, liabilities and obligations outstanding thereunder shall have been paid or will be simultaneously with the funding of the initial Credit Extension, repaid in full and all liens securing same shall have been releasedfull. (xvixix) 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.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower has shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent Agent, with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicablefollowing: (i) Copies The duly executed originals of the articles or certificate of incorporation or articles or certificate of organizationLoan Documents, as applicableincluding the Notes, payable to the order of each of the Lenders, this Agreement and the Subsidiary Guaranty; (A) Certificates of good standing for the Borrower and each Subsidiary Guarantor, from the State of Maryland for the Borrower and the Guarantorsstates of organization of each Subsidiary Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organization. and dated not more than thirty (ii30) Copiesdays prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the Secretary appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdiction where the failure of the Borrower or Assistant Secretary such Subsidiary Guarantor to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of its respective by-laws, regulations the Borrower or operating agreementsuch Subsidiary Guarantor, as applicableappropriate, 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 Person is a party.together with all amendments thereto; (iiiiv) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of each officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors Persons authorized to sign the Loan Documents and to which such Person is a partymake borrowings hereunder on behalf of the Borrower, 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 any such Person.Subsidiary Guarantor; (ivv) Copies, certified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower's ’s and Subsidiary Guarantors' ’ counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each H hereto or 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) other form as the Administrative Agent may request.reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (ix) Bailee agreements in form UCC financing statement, judgment, and substance satisfactory tax lien searches with respect to the Administrative Agent Borrower from its state of organization and the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor.principal place of business; (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 DE 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.; (xi) A fully executed copy of the Fee Letter dated _______________ between the Borrower and the Administrative Agent and the Syndication Agent; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) The insurance A compliance certificate described in pursuant to Section 5.21 and Section 4.3.2 of the Security Agreement.6.1(v); (xiv) If A certificate, in substantially the initial Credit Extension will be form of Exhibit J attached hereto, signed by an officer of the issuance of a Facility LCBorrower, a properly completed Facility LC Application.certifying the Aggregate Pool Value; and (xv) 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, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has made payment to the 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, and (b) the following shall have occurred, as applicable: (i) Copies of the restated articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation, 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 each of the Borrower and the GuarantorsBorrower, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Personthe Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the 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 continuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes Note requested by a Lender pursuant to Section 2.16 2.10 payable to the order of each such requesting Lender. (via) The Guaranty duly executed 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 Guarantors. condition set forth in this clause (vii) The Security Agreement duly executed by the Borrower and the Guarantorsshall be deemed to be satisfied). (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as Evidence satisfactory to the Administrative Agent may requestof any required governmental approvals or consents regarding this Agreement. (ix) Bailee agreements in form All fees and substance satisfactory other amounts due and payable on or prior to the Administrative Agent Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of any reasonable costs, internal charges and the Lenders, for any locations in which Inventory is stored and which are not owned out of pocket expenses required to be reimbursed or paid by the Borrower or any Guarantorhereunder. (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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has made payment to the 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, and (b) the following shall have occurred, as applicable: (i) Copies of the restated articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation, 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 each of the Borrower and the GuarantorsBorrower, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Personthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the date of the initial Advance no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes Note requested by a Lender pursuant to Section 2.16 2.10 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 Evidence satisfactory to the Administrative Agent and the Lenders, for of any locations in which Inventory is stored and which are not owned by the Borrower required governmental approvals 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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security consents regarding this Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xviviii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has made payment to the 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, and (b) the following shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation, 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 each of the Borrower and the GuarantorsBorrower, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Personthe Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.10 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. (xiiiviii) The insurance certificate described in Section 5.21 and Section 4.3.2 Evidence satisfactory to the Administrative Agent of the Security termination of the Existing Credit Agreements and repayment of all amounts owing thereunder. (ix) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xvix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has furnished to the Administrative Agent and, if required by the Agent, with sufficient copies for the Lenders, and Lenders (b) or has otherwise satisfied the following shall have occurred, as applicable: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 articles or certificate limited liability company agreement) of organizationBorrower, as applicable, of each of the Borrower and the Guarantorscorresponding 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 respective jurisdiction of organizationincorporation, 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 each of the Parent, Borrower and the Guarantorsauthorized person for each Subsidiary, of its respective by-laws, regulations or operating agreement, as applicable, and 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 Person the Parent, Borrower or any of Borrower’s Subsidiaries is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the GuarantorsBorrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Personthe Borrower. (iv) A written opinion of This Agreement executed by the Parent, Borrower's , Agent and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A.Lenders. (v) Any Notes requested by a Lender pursuant to Section 2.16 2.12 payable to the order of each such requesting Lender. (vi) The Guaranty duly Collateral Documents executed by the GuarantorsParent, Borrower and all Domestic Subsidiaries, together with the stock certificates affected by the security interests described in Section 2.18. (vii) The Security Agreement duly executed by A written opinion of the Borrower Parent’s and Borrower’s counsel, addressed to 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 Lenders, 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 GuarantorAgent. (xviii) An initial Borrowing Base Certificate of an Authorized Officer of the Parent 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 to the effect that (a) the office of the Secretary of State of such Person’s jurisdiction of organization there has been no Material Adverse Effect since June 30, 2005 and (b) each jurisdiction in which on the Collateral (as defined in the Security Agreement) is locatedClosing Date no Unmatured Default or Default exists. (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. (xiii) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xviix) Such other documents as any Lender or its counsel may have reasonably requested. (x) Payment of the upfront fee set forth in Section 2.4(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. The Lenders shall not be required to make In the case of the initial Advance hereunder unless (a) the Borrower has furnished to or Letter of Credit: 5.2.1. receipt by the Administrative Agent with sufficient copies for of each of the Lenders, and (b) the following shall have occurred, as applicablefollowing: (i) Copies copies of the articles Organizational Documents, and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State or certificate comparable Governmental Authority of the jurisdiction of incorporation or articles formation of the Borrower or certificate of organizationsuch Guarantor, as applicable, of each of the Borrower and the Guarantors, together with all amendmentsdated a current date, and a certificate of good standing, each certified one executed by an authorized representative acceptable to the appropriate governmental officer in its respective jurisdiction of organizationAdministrative Agent dated the Closing Date. (ii) Copiescopies of the Regulatory Documents (or similar documents), certified by the Secretary or Assistant Secretary of each and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the GuarantorsAdministrative Agent dated the Closing Date. (iii) certificates of the appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor has an executive office or principal place of business, the Borrower or any Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such jurisdiction), each dated a current date, to the effect that the Borrower or such Guarantor, as applicable, is in good standing with respect to the payment of its respective by-lawsfranchise and/or other Taxes and, regulations if required by Law, are duly qualified to transact business in such jurisdictions. (iv) certificates of incumbencies and signatures of all officers of the Borrower and each Guarantor who will be authorized to execute or operating agreementattest any of the Loan Documents on behalf of the Borrower or such Guarantor, as applicable, executed by an authorized representative acceptable to the Administrative Agent, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the governing authority of the Borrower and each Guarantor, as applicable, accompanied by certificates of an authorized representative acceptable to the Administrative Agent, that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the authorized body of the Borrower, or such Guarantor, as applicable, and of its Board of Directors’ that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and of resolutions or actions of any other body authorizing the execution are in full force and effect as of the Loan Documents to which such Person is a partyClosing Date. (iii) An incumbency certificate, executed 5.2.2. receipt by the Secretary or Assistant Secretary of each 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 the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person is a party, upon which certificate the Administrative Agent and of the Lenders shall be entitled duly executed Note for each Lender in the amount at least equal to rely until informed of any change in writing by such Personits Commitment, dated the Closing Date. (iv) A written opinion 5.2.3. receipt by the Administrative Agent of the Borrower's documents described in Section 4.1.1, each duly executed and Guarantors' counseldelivered by the appropriate Person and, addressed if such is required by the Administrative Agent with respect to the Lenders Mortgages, duly recorded in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderappropriate county or parish records. (vi) The Guaranty duly executed 5.2.4. receipt 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 Administrative Agent of such Collateral (as defined in the Security Agreement) title opinions or title data as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming title in such portions of the Collateral as the Administrative Agent may specify and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of the Collateral. 5.2.5. receipt by the Administrative Agent of a certificate of ownership interests in form and substance satisfactory to the Administrative Agent, certifying as to the ownership interests of the Borrower in its Oil and Gas Properties. 5.2.6. receipt by the Administrative Agent of satisfactory evidence that prior Liens, if any, on the Collateral (ixother than Permitted Liens) Bailee agreements are being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.7. receipt by the Administrative Agent of the opinions of counsel to the Borrower and each Guarantor 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) its counsel. 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 requests 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 counsel to deliver its opinions to the Administrative Agent and signed the Lenders. 5.2.8. receipt by the Administrative Agent of the results of searches of the UCC records of the applicable jurisdictions from sources acceptable to the Administrative Agent reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.9. receipt by the Administrative Agent of a certificate from an Authorized Officer, together with authorized representative acceptable to the Administrative Agent certifying to the best of such other related money transfer authorizations individual’s knowledge as to the truth and correctness of each representation and warranty contained in Article VI hereof as of the Closing Date. 5.2.10. receipt by the Administrative Agent of such additional information and documentation as the Administrative Agent or any Lender may have reasonably requested. require relating to the Loan Documents (xiiiand amendments thereto) The insurance certificate described in Section 5.21 and Section 4.3.2 of the Security Agreement. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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 transactions contemplated hereby and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens securing same shall have been releasedthereby. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) 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 organization, as applicable, of each of the Borrower and the Guarantorseach Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organizationincorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, of its respective by-laws, regulations or operating agreement, as applicable, 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 Person the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors each Guarantor authorized to sign the Loan Documents to which such Person 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 PersonGuarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vvi) Any Notes requested by a Lender pursuant to Section 2.16 2.13 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 requestedrequested and the payment of all fees required in connection herewith. (xiiiviii) The insurance certificate described in Section 5.21 and Section 4.3.2 of All Guaranties signed by the Security AgreementGuarantors. (xivix) If Copies of such financial statements of the initial Credit Extension will be Borrower and its Subsidiaries required by the issuance of a Facility LCAgent, a properly completed Facility LC Applicationtogether with prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Agent. (xvx) Evidence The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Third Amended and Restated Credit Agreement dated as of December 31, 1997 among the Borrower, the lenders party thereto FASCO Acquisition and the agent named thereinother transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, as amendedand each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the completion of the FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired. (a) All conditions precedent to the FASCO Acquisition shall have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and all liens securing same shall have been released. satisfied pursuant to the FASCO Acquisition Documents or waived by the party entitled to do so to the extent permitted by Section 6.2 hereof; (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower has shall have furnished to the Administrative Agent Agent, with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable:following (i) Copies The duly executed originals of the articles or certificate of incorporation or articles or certificate of organizationLoan Documents, as applicableincluding the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, and the Parent Guaranty; (ii) (A) Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower and the Guarantorsstates of organization of the Parent Guarantor and each Subsidiary Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organization. and dated not more than sixty (ii60) Copiesdays prior to the Agreement Execution Date, and (B) foreign qualification certificates for each Subsidiary Guarantor, certified by the Secretary appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdiction where the failure of such Subsidiary Guarantor to so qualify or Assistant Secretary be licensed (if required) is reasonably expected to have a Material Adverse Effect, provided that in the case of each both clause (A) and clause (B) Borrower’s delivery of such certificates may be postponed until a date fifteen (15) days after the Borrower and the Guarantors, of its respective by-laws, regulations or 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 Person is a party.Agreement Execution Date; (iii) An incumbency certificateCopies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by the Secretary or Assistant Secretary officers of each of the Borrower Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors Persons authorized to sign the Loan Documents and to which such Person is a partymake borrowings hereunder on behalf of Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, Parent Guarantor or any such Person.Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (ivv) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower's ’s, Parent Guarantor’s and Subsidiary Guarantors' ’ counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 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) substance as the Administrative Agent may request.reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of Borrower; (ix) Bailee agreements in form UCC financing statement, judgment, and substance satisfactory tax lien searches with respect to those Subsidiary Guarantors which were not previously parties to the Administrative Agent and Subsidiary Guaranty under the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor.Original Credit Agreement from their respective states of organization; (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 DE 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.; (xi) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xii) Delivery of all Eligible Unencumbered Property Qualification Documents and the satisfaction of all requirements set forth in Section 2.22(i) with respect to the Initial Unencumbered Properties, which must be comprised of at least fifteen (15) Unencumbered Properties having an aggregate Unencumbered Property Pool Value of at least $175,000,000; (xiii) The insurance Delivery of a pro forma compliance certificate described in Section 5.21 and Section 4.3.2 the form of the Security Exhibit C reflecting any covenant changes effected by this Agreement.; and (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

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 (a) the Borrower has Borrowers have furnished to the Administrative Agent Agent, with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable: (i) Copies of the articles or A certificate of incorporation or articles or good standing from the Secretary of State of Delaware and certificate of organization, as applicable, existence from the Secretary of each State of the Borrower and the Guarantors, together Alabama with all amendments, respect to PLC and a certificate of good standing, each certified by standing from the appropriate governmental officer in its respective jurisdiction Secretary of organizationState of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and the GuarantorsBorrowers, of its respective their certificates of incorporation, together with all amendments thereto, and by-laws, regulations or operating agreement, as applicable, laws 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 Person is a partyCredit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of each of the Borrower and the GuarantorsBorrowers, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Guarantors Borrowers authorized to sign the Loan Credit Documents and to which such Person 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 Personthe Borrowers of any change. (iv) A certificate, signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' Borrowers’ counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vvi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (vi) The Guaranty duly executed by of the GuarantorsLenders and the Swingline Note. (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 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. (xiiiviii) The insurance A duly completed compliance certificate described as of March 31, 2004, in Section 5.21 and Section 4.3.2 substantially the form of the Security AgreementExhibit 3.1(viii) hereto. (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xviix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder hereunder, and the LC Issuer shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the fees for the account of Lenders set forth in Arranger's letter to Lenders dated February 18, 2004 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 13, 2004 (and accepted by Borrower on February 13, 2004) herewith among Administrative Agent, Arranger and Borrower, and 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 organization, as applicable, of each of the Borrower and the GuarantorsBorrower, together with all amendments, and a certificate of good standing, each all certified by the appropriate governmental officer in its respective the jurisdiction of organizationincorporation, and any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) 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) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantorseach Guarantor that is a corporation, of its respective each such corporation's by-laws, regulations or operating agreement, as applicable, laws 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, 47 other body appropriate consents and approvals, authorizing the execution of the Loan Documents to which such Person is a partyand the Guaranties. (iiiiv) An incumbency certificateFor 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) Incumbency certificates, executed by the Secretary or Assistant Secretary of each of the Borrower and each Guarantor (or, in the Guarantorscase of a Guarantor that is not a corporation, the appropriate officer of such Guarantor 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 Borrower and the Guarantors such corporation (or other applicable entity) authorized to sign the Loan Documents and the Guaranty (as applicable) and (if applicable) to which such Person is a partymake borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificate the certificates Administrative Agent Agent, Lenders and the Lenders LC Issuer shall be entitled to rely until informed of any change in writing by such PersonBorrower or the applicable Guarantor. (ivvi) A written opinion of the General Counsel of Borrower's and Guarantors' counsel, addressed to the Administrative Agent and Lenders in substantially the form of Exhibit A.E hereto. (vvii) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderof Lenders. (viviii) 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 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. (xiiix) The insurance certificate described Evidence satisfactory to Administrative Agent of payment in Section 5.21 and Section 4.3.2 full (which payment may be made from the proceeds of the Security initial Advance hereunder) of all obligations of Borrower and Guarantors under the Prior Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement). (xiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) 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. (xvixi) Such other documents as any Lender or its LC Issuer or their respective counsel may have reasonably requested.