Common use of Acquisition, etc Clause in Contracts

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) the U.S. Borrower shall have consummated the acquisition of (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"), and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Acquisition Documentation; (ii) the U.S. Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; and (iii) the Administrative Agents shall have received satisfactory evidence that (A)(1) the Existing Credit Facilities and the Existing Canadian Securitization shall have been terminated and all amounts thereunder shall have been paid in full and (2) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents).

Acquisition, etc. The following transactions (collectively with the initial borrowings hereunder on the Initial Funding Date, the “Transactions”) shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) the U.S. Borrower Acquisition shall be consummated in accordance with applicable law, the Acquisition Agreement and the other Acquisition Documentation; (ii) all conditions to the consummation of the Acquisition set forth in the Acquisition Documentation shall have consummated been satisfied or, if permitted by Section 5.2(b)(v), waived; (iii) the acquisition Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that all conditions precedent to the consummation of the Acquisition have been satisfied or waived, and attaching thereto true, correct and complete copies of (A) the Pillsbury Retail Business fully-executed Acquisition Agreement (together with all exhibits thereto and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company and “Disclosure Schedule” relating thereto), (B) the Robin Hood Business “Escrow Agreement” (as defined in the Acquisition Agreement), (C) from General Mills, each “Payoff Letter” (as defined in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"Agreement), and (D) the U.S. Borrower shall have delivered to “General Lien Release” (as defined in the Administrative Agents a complete and correct copy Acquisition Agreement), (E) the “Restricted Covenants Agreement” (as defined in the Acquisition Agreement), (F) the “Mutual Release” (as defined in the Acquisition Agreement), (G) the “Closing Estimate” (as defined in the Acquisition Agreement), (H) the “Closing Date Balance Sheet” (as defined in the Acquisition Agreement), (I) the “Closing Statement” (as defined in the Acquisition Agreement), (J) the “Reseller Agreement” (as defined in the Acquisition Agreement), (K); the “Transition Services Agreement”, (L) the officer’s certificate contemplated by Section 7.02(a) of the Acquisition Documentation;Agreement, (M) the officer’s certificate contemplated by Section 7.03(d) of the Acquisition Agreement, (N) the audited financial statements of the Acquired Business contemplated by Section 7.02(o) of the Acquisition Agreement, (O) the opinion of Deloitte & Touche LLP contemplated by Section 7.02(o) of the Acquisition Agreement, (P) the “quality of earnings report” delivered by Ernst & Young LLP in respect of the financial statements of the Acquired Business, and (Q) such other Acquisition Documentation as the Administrative Agent may reasonably request. (iiiv) the U.S. Borrower aggregate consideration paid to the Seller in connection with the Acquisition shall have received at least $200,000,000 not exceed the “Closing Consideration” as defined in gross cash proceeds from the issuance Acquisition Agreement existing as of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentationdate hereof; and (iiiv) the Administrative Agents shall have received satisfactory evidence that (A)(1) the Existing Credit Facilities and the Existing Canadian Securitization shall have been terminated and all amounts thereunder shall have been paid in full and (2) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% form of the principal amount thereof provided executed Acquisition Agreement shall not have changed in any material respect or in any manner that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance is materially adverse to the Administrative Agents)Agent or the Lenders since the Acquisition Agreement was executed by the Borrower and the Seller on September 12, 2013, and no provision of the Acquisition Agreement relevant to the transactions contemplated in the Amended and Restated Commitment Letter (and the Summary of Terms attached thereto) has been waived by the Borrower, except as approved by the Administrative Agent.

Acquisition, etc. The following transactions (a) On or prior to the Restatement Effective Date, (i) INTERCO shall have been consummatedacquired 100% of the capital stock of Thomasville and its Subsidiaries (the "Acquisition") pursuant to the Stock Purchase Agreement and (ii) the Banks shall have received true and correct copies of all agreements and other documents relating to such acquisition (the "Acquisition Documents"), all of which Acquisition Documents shall be in each case on terms form and conditions substance reasonably satisfactory to the Lenders: (i) the U.S. Borrower shall have consummated the acquisition of (A) the Pillsbury Retail Business Administrative Agent and the Pillsbury Foodservice Business Required Banks (each as defined in it being understood that the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"), and the U.S. Borrower shall have Stock Purchase Agreement delivered to the Administrative Agents a complete Agent and correct copy the Banks prior to the Restatement Effective Date is in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks). All conditions precedent to INTERCO's obligations in respect of the consummation of the Acquisition Documentation;as set forth in the Stock Purchase Agreement and the other Acquisition Documents shall have been satisfied and not waived (unless waived with the consent of the Administrative Agent and except that the landlord consent with respect to the leased property in Appomattox, Virginia need not be obtained) and the Acquisition shall have been consummated in accordance with all applicable law and the Acquisition Documents. (iib) On the U.S. Borrower Restatement Effective Date and concurrently with the consummation of the Acquisition, all existing Indebtedness of Thomasville and its Subsidiaries shall have received at least $200,000,000 been repaid in gross cash proceeds from full (other than the issuance of the Senior Notes or, as the case may be, 73 pursuant to the Bridge FacilityExisting IRBs), and all security interests and Liens on the U.S. Borrower shall have delivered to the Administrative Agents a complete capital stock of, and correct copy of the Senior Note Indentureassets owned by, or, as the case may be, the Bridge Facility Loan Documentation; and (iii) the Administrative Agents shall have received satisfactory evidence that (A)(1) the Existing Credit Facilities Thomasville and the Existing Canadian Securitization its Subsidiaries shall have been terminated and all amounts thereunder released, other than Permitted Liens, and the Administrative Agent shall have been paid received evidence in full form, scope and (2) substance satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require it that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described matter set forth in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenantb) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into satisfied on such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents)date.

Acquisition, etc. The following transactions shall have been or shall concurrently be consummated, in each case on terms and conditions reasonably satisfactory to the Lenderseach Agent: (i) the U.S. The Borrower shall have consummated acquire all of issued and outstanding shares of Capital Stock of the acquisition of Companies from the Sellers pursuant to the Acquisition Agreement for a purchase price not to exceed $2,230,000,000 (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each subject to adjustment for working capital as defined provided in the Acquisition Agreement) from The Pillsbury Company and (B) ); provided that the Robin Hood Excluded Business (as defined shall not be required to be sold to the Borrower on or prior to the Acquisition Closing Date to the extent provided in Section 1.8 of the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"), and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Acquisition Documentation; (ii) the U.S. Borrower Holdings shall have received at least $200,000,000 198,000,000 in gross cash net proceeds from the issuance of the Senior Preferred Stock by Holdings to Xxxxxxx Xxxxx or any other Person, and such proceeds shall have been contributed to the Borrower as common equity; (iii) A portion of the proceeds from the issuance of the Notes orshall have been released to the Borrower from the Notes Escrow, as together with any other amounts on deposit therein, in an aggregate amount equal to (A) the case may be, 73 aggregate amount on deposit therein minus (B) the amount necessary to (1) repurchase the Existing Subordinated Notes that have been validly tendered and not withdrawn pursuant to the Bridge FacilityTender Offer, plus accrued interest thereon or (2) redeem Senior Subordinated Notes in an aggregate principal amount of $150,000,000 plus accrued interest thereon, and a Responsible Officer of the U.S. Borrower shall have delivered a certificate to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; andAgent to such effect; (iiiiv) the Administrative Agents Agent shall have received satisfactory evidence that the fees, expenses and debt repayment premiums incurred in connection with the Acquisition, the Refinancing, the Equity Investment (and the transactions and other arrangements contemplated by each of the Acquisition, the Refinancing and the Equity Investment) shall not exceed $105,000,000; (v) the Administrative Agent shall have received satisfactory evidence that (A)(1A) the Existing Credit Facilities and the Existing Canadian Securitization Agreement shall have been terminated and all amounts thereunder shall have been paid repaid in full and (2B) satisfactory arrangements shall have been made for the termination release of all Liens granted in connection therewith and the discharge of all other obligations in connection therewith, ; and (Bvi) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date Administrative Agent shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require received satisfactory evidence that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Special Purpose Borrower shall have been unable to obtain merged with and into the consent of Borrower, with the Borrower as the surviving entity, including, without limitation, a sufficient number of holders true, correct and complete copy of the Medium Term Notes to eliminate related certificate of merger or agreement of merger filed by the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with Secretary of State of the Equal and Ratable Covenant (each State of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents)Delaware.

Acquisition, etc. The following transactions shall have been or shall concurrently be consummated, in each case on terms and conditions reasonably satisfactory to the Lenderseach Agent and each Lender: (i) the U.S. Borrower The Acquisition shall have been consummated the acquisition of for an aggregate purchase price not exceeding $66,000,000 (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined subject to final post-closing adjustments in accordance with the Acquisition AgreementDocumentation) from The Pillsbury Company and (B) the Robin Hood Business (as defined in accordance with the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION")Agreement and applicable requirements of law, and the U.S. Borrower Acquisition Documentation shall not have delivered been amended, waived or otherwise modified in any material respect adverse to the Administrative Agents a complete and correct copy Borrower or the Lenders without the prior written consent of the Acquisition DocumentationAdministrative Agent and the Required Lenders; (ii) the U.S. Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered to the The Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; and (iii) the Administrative Agents Agent shall have received satisfactory evidence that (A)(1) the Existing Credit Facilities fees and expenses to be incurred in connection with the Acquisition and the Existing Canadian Securitization financing thereof shall not exceed $10,000,000; (iii) All amounts outstanding under the Borrower’s existing Senior Secured First Priority Credit Facility, dated as of February 4, 2004, and Senior Secured Second Priority Credit Facility, dated as of February 4, 2004, shall have been repaid, all commitments thereunder shall have been terminated and all amounts thereunder liens securing such facilities shall have been paid terminated, or agreed to be terminated pursuant to a pay-off letter in each case on terms and conditions satisfactory to the Administrative Agent; and (iv) All of the Target’s outstanding debt (if any) shall have been paid, redeemed or repurchased in full and (2) satisfactory subject to any exceptions to be agreed on), or arrangements for such payment, redemption or repurchase shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior on terms and conditions satisfactory to the Closing Date Administrative Agent. The capital and ownership structure of the Borrower and its subsidiaries shall have been paid be consistent with that described in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior Confidential Information Memorandum after giving effect to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% Transaction. The consummation of the principal amount thereof provided that each tendering holder thereof consents Transaction shall not trigger any change of control put rights under any such indebtedness to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on after the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents).

Acquisition, etc. The Lender shall be satisfied that the following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LendersLender: (i) the U.S. The Borrower shall have consummated the acquisition of purchased (A) from Fxxxxxx X. Xxxxxxx, an individual, 58% of the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company limited liability company membership interests of Edelman Financial Advisors, LLC, and (B) from Exxxxx Xxxxx, an individual, 8% of the Robin Hood Business (as defined in the Acquisition Agreement) from General Millslimited liability company membership interests of Edelman Financial Advisors, in each case LLC pursuant to the Acquisition Docuxxxxxtion Documents (such purchase transactions, collectively, the "ACQUISITIONAcquisition"), and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Acquisition Documentation; (ii) the U.S. aggregate purchase price for the limited liability company membership interests of Edelman Financial Advisors, LLC to be purchased by the Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower Acquisition shall have delivered to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; andnot exceed $35,500,000; (iii) the Administrative Agents aggregate Indebtedness for Borrowed Money of the Borrower and its Subsidiaries on the Closing Date, after giving effect to the Acquisition, shall not exceed $37,000,000; (iv) immediately following the consummation of the Acquisition, the Borrower shall own 76% of the limited liability company membership interests of each of (A) The Edelman Financial Center, LLC (the "EFC LLC Interests") and (B) Edelman Financial Advisors, LLC (the "EFA LLC Interests"); and (v) the Lender shall (A) have received satisfactory evidence that (A)(1) the Existing Credit Facilities and the Existing Canadian Securitization Facility shall have been terminated and all amounts thereunder shall have been paid in full and (2B) be satisfied that acceptable satisfactory arrangements shall have been made for the termination of all letters of credit issued by any Person for the account of the Borrower or any of its Subsidiaries (other than the Permitted Letters of Credit) and the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof Existing Credit Facility and any such letters of credit (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder other than Liens securing reimbursement obligations arising from Permitted Letters of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative AgentsCredit).

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lendersconsummated substantially simultaneously therewith: (i) the U.S. Borrower Target shall have consummated be merged with and into Precision Lobos Corporation, with Precision Lobos Corporation surviving such merger (the acquisition of (A“Acquisition”) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in accordance with the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"), and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy no provision of the Acquisition DocumentationAgreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the Lenders without the written consent of the Arrangers (which consent shall not be unreasonably withheld or delayed); (ii) the U.S. Borrower shall have received at least $200,000,000 400,000,000 (less the aggregate amount of Existing Convertible Securities that the Borrower has determined will not be converted or redeemed on the Closing Date) in gross cash proceeds from the issuance borrowing of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; andLoans; (iii) the Administrative Agents Agent shall have received reasonably satisfactory evidence that the fees and expenses (including on account of any OID) to be incurred in connection with the Acquisition and the financing thereof shall not exceed [Redacted pursuant to Section 12.2 of national instrument 51-102]; and (iv) the Administrative Agent shall have received reasonably satisfactory evidence that (A)(1i) substantially all of the Indebtedness (including commitments in respect thereof) of the Target (excluding those Existing Convertible Securities not converted or redeemed on or prior to the Closing Date) existing prior to the Closing Date and (ii) all obligations under the Extendible Revolving Term Credit Facilities Agreement, dated November 2, 2005, as amended from time to time, between the Borrower, the financial institutions from time to time parties thereto and the Existing Canadian Securitization Royal Bank of Canada, as agent, shall have been terminated repaid (or cancelled) on terms reasonably satisfactory to the Administrative Agent and all amounts thereunder shall have been paid in full and (2) satisfactory related security interests released or arrangements shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be are reasonably satisfactory in form and substance to the Administrative Agents)Agent for the repayment thereof and release of all related security interests.

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) The transactions contemplated by the U.S. Borrower Acquisition Documentation shall have been consummated in substantially the acquisition of (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION")manner set forth therein, and the U.S. Borrower Administrative Agent shall have delivered to the Administrative Agents a complete received true and correct copy copies, certified as to authenticity by Holdings and the Borrower, of each item of the Acquisition Documentation; (iiA) The Borrower shall have been organized as a direct wholly-owned subsidiary of Holdings into which Holdings, immediately after the Acquisition, shall have transferred all of its assets, including, without limitation, the stock of its Subsidiaries, as consideration for all of the Borrower's Capital Stock (the "CONTRIBUTION"), and (B) the U.S. Administrative Agent shall have received a true and correct copy, certified as to authenticity by Holdings and the Borrower, of the documentation evidencing such Contribution; (iii) Newco shall have received from (A) the Sponsor at least $370,100,000 (in cash and in value as a rollover of existing equity interests in Holdings prior to the Acquisition) and (B) the Other Investors at least $23,000,000 (in cash and in value as a rollover of existing equity interests in Holdings prior to the Acquisition) from the proceeds of equity issued by it; (iv) the Borrower shall have received at least $200,000,000 190,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered used all such proceeds to consummate the Administrative Agents a complete and correct copy Transactions; (v) Holdings shall have received at least $110,000,000 in gross cash proceeds from the issuance of the Senior Note Indenture, or, as the case may beDiscount Debentures, the Bridge Facility Loan Documentationterms of which shall not require any payment of interest for at least five years from the Closing Date, and shall have used all such proceeds to consummate the Transactions; (vi) FFT shall own approximately seven percent (7%) of the Capital Stock of Holdings after the Acquisition with an aggregate value of approximately $30,600,000; (vii) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $45,000,000 in the aggregate; and (iiiviii) the The Administrative Agents Agent shall have received satisfactory evidence that (A)(1A) the Existing $100,000,000 Amended and Restated Credit Facilities Agreement, dated as of February 20, 1998, among Holdings, the lenders therein, First Union National Bank, as administrative agent thereunder, and Fleet National Bank, as documentation agent thereunder, and (B) all other Indebtedness of Holdings and its Subsidiaries (other than amounts outstanding under the Existing Canadian Securitization Convertible Subordinated Notes as permitted hereunder) shall have been repaid, redeemed, repurchased or terminated and all amounts thereunder payable in connection therewith shall have been indefeasibly paid in full (the "REFINANCING", together with the Acquisition and (2) the Contribution, collectively, the "TRANSACTIONS"), and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. Immediately after the Closing Date, neither Holdings nor the Borrower nor any of their respective Subsidiaries shall have any Indebtedness other than (A) the remaining Indebtedness outstanding under the Convertible Subordinated Notes after the consummation of the Repurchase Offer as set forth herein, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled orSenior Subordinated Notes, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium the Senior Discount Debentures and (D) the Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents)Loans.

Acquisition, etc. The following transactions shall have been ---------------- consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) The transactions contemplated by the U.S. Borrower Acquisition Agreement shall have been consummated in substantially the acquisition of (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION")manner set forth therein, and the U.S. Borrower Administrative Agent shall have delivered received true and correct copies, certified as to authenticity by the Borrower, of the Acquisition Documentation pursuant to which the Acquisition is to be consummated, the terms and structure (including, without limitation, the mechanism thereof) of which shall be satisfactory to the Administrative Agents a complete and correct copy of the Acquisition DocumentationAgent; (ii) BancTec USA, Inc. shall have been merged with or liquidated into the U.S. Borrower; (iii) Newco shall have received from the Sponsor and the Other Investor at least $145,000,000 in cash from the proceeds of equity issued, directly or indirectly, by it, on terms and conditions satisfactory to the Required Lenders and the Administrative Agent, and all such proceeds shall have been contributed as equity to the Borrower; (iv) the Borrower shall have received at least no more than $200,000,000 160,000,000 in gross cash proceeds from the issuance of the Senior Notes orSponsor Notes, as the case may be, 73 pursuant issuance of which shall be on terms and conditions satisfactory to the Bridge FacilityRequired Lenders and the Administrative Agent as evidenced by their prior written approval thereof, and the U.S. Borrower shall have delivered used all such proceeds to consummate the Administrative Agents a complete and correct copy Transactions; (v) the Other Investor shall own approximately 6 1/2% of the Senior Note Indenture, or, as Capital Stock of the case may be, Borrower after the Bridge Facility Loan Documentation; andAcquisition which shall have an aggregate value of approximately $9,400,000; (iiivi) the Administrative Agents Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Transactions and the financing thereof shall not exceed $18,000,000 in the aggregate; and (A)(1i) The Administrative Agent shall have received satisfactory evidence that the Existing Credit Facilities and the Existing Canadian Securitization Agreements shall have been terminated and all amounts thereunder shall have been paid in full and (2ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. Immediately after the Closing Date, neither the Borrower nor any of its Subsidiaries shall have any Indebtedness other than (A) Indebtedness in an aggregate principal amount to be agreed to by the Required Lenders and the Administrative Agent and which terms and conditions shall be satisfactory to the Administrative Agent, (B) either the Sponsor Notes, (1C) all Medium the Term Notes outstanding immediately prior to Loans, (D) the Revolving Loans made on the Closing Date shall have been paid in full an aggregate principal amount not to exceed $7,500,000 and cancelled or (2) (xE) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled or, as the case may be, all Medium Term Notes with respect to which such bona fide offer shall have been accepted prior to the Closing Date shall have been paid in full and cancelled (and, in the case of each Medium Term Note so paid in full as described in this clause (y), the holder thereof shall have consented to the elimination of the Equal and Ratable Covenant) and (C) if any Medium Term Notes remain outstanding on the Closing Date, the Medium Term Notes Indenture shall have been amended to eliminate the Equal and Ratable Covenant or, if the U.S. Borrower shall have been unable to obtain the consent of a sufficient number of holders of the Medium Term Notes to eliminate the Equal and Ratable Covenant, the U.S. Borrower and its Subsidiaries shall have entered into such security documents and other instruments (including an intercreditor agreement with the Collateral Agent) as shall be necessary to comply with the Equal and Ratable Covenant (each of which security documents and instruments shall be satisfactory in form and substance to the Administrative Agents)Senior Notes.