Common use of Conditions of Initial Advance Clause in Contracts

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by favorable written opinions of internal counsel of the Borrower dated the Closing Date, addressed to the Lender and satisfactory to Smitx Xxxmx Xxxliss & Moorx, L.L.P., special counsel to the Lender, substantially in favor the form of each Lender requesting NotesExhibit H attached hereto; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Administrative Agent may require evidencing Closing Date, appointing the identity, authority initial Authorized Representative and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each specimen signatures of officers of the Company and Borrower executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of the Borrower; (v) the charter documents of the Borrower is duly organized certified as of a recent date by the Secretary of State of its state of incorporation; (vi) the bylaws of the Borrower certified as of the Closing Date as true and correct by its secretary or formed, is validly existing, in assistant secretary; (vii) certificates issued as of a recent date by the Secretary of State of Georgia as to the due existence and good standing and qualified of the Borrower; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of the Borrower as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyinitial Authorized Representative; (vix) a certificate signed by a Responsible Officer of an Authorized Representative dated the Company certifying that (A) Closing Date demonstrating compliance with the representations and warranties of the Borrower financial covenants contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and Sections 7.1 through 7.3 as of the Closing Date, except to substantially in the extent that such representations and warranties specifically refer to form of Exhibit I attached hereto; (xi) an earlier date, in which case they shall be true and correct as initial Borrowing Notice; (xii) copies of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required documents executed in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectNationsBank Facility; (viixiii) all fees payable by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Borrower on the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, Closing Date to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit AgreementLender; and (ixxiv) such other assurances, certificates, documents, consents or instruments, certificates and opinions as the Administrative Agent Lender may reasonably request on or prior to the Required Lenders reasonably may requireClosing Date in connection with the consummation of the transactions contemplated hereby. (b) Any fees required to be paid on In the good faith judgment of the Lender there shall not have occurred or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information become known to the Administrative Agent and Lender any event, condition, situation or status since the Lenders that are required under applicable “knowdate of the year-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior end financial statements for Fiscal Year 1995 delivered to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall had or could reasonably be deemed expected to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to result in a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Material Adverse Effect;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Facility Guaranties, the Security Instruments, the LC Account Agreement, the other Loan Documents, together with all schedules and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of each of the Credit Parties, certified by the secretary or assistant secretary of such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of such earlier date; a recent date by the Secretary of State of its state of organization; (Bvi) on and Operating Documents of each of the Credit Parties certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing of such Person; (viii) evidence that appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the Credit Parties as of a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested recent date by the Administrative Agent Secretary of State or any Lender, at least five Business Days prior to comparable official of each jurisdiction in which the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.failure

Conditions of Initial Advance. The obligation of each the Lenders to make the initial Advance under the Revolving Credit Facility or an initial Competitive Bid Loan, and of the Swing Line Lender to make its Loans on the Closing Date hereunder any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and Lenders, the following: (i) executed originals of each of this Agreement, the Notes and the other Loan Documents, together with all schedules and exhibits thereto; (ii) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Borrower dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smitx Xxxmx Xxxliss & Moorx, X.L.P., special counsel to the Agent, substantially in the form of EXHIBIT G; (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by the Borrower, and authorizing the execution and delivery thereof; 60 (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of the Borrower; (v) the Organizational Documents of the Borrower certified as of a recent date by the Secretary of State of its state of organization; (vi) the by-laws of the Borrower certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) a certificate issued as of a recent date by the Secretary of State of the jurisdiction of formation of the Borrower as to the due existence and good standing of such the Borrower; (viii) notice of appointment of the initial Authorized Representative(s); (ix) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the covenants contained in SECTIONS 8.1, 8.2(i), AND 8.3(e) as of the end of the fiscal quarter for which financial statements are publicly available most recently ended prior to the Closing Date, substantially in the form of EXHIBIT H; (x) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that all fees payable by the Borrower on the Closing Date to the Agent, BAS and the Lenders have been paid in full; (xii) a certificate of an Authorized Representative as to the occurrence or truthfulness, as applicable, of the matters set forth in SECTION 5.1(b)(i) and (ii) hereof as of the Closing Date; (xiii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; and (b) Each of the following shall have occurred or be 61 true: (i) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (ii) the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the Borrower is a party or by which it or its properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which will not have a Material Adverse Effect. (c) In the reasonable judgment of the Agent and the Lenders: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution there shall not have occurred or become known to the Administrative AgentAgent or the Lenders any event, each Lender and condition, situation or status since January 2, 1999, in the Company; business, assets, liabilities (iiactual or contingent), operations, condition (financial or otherwise) Notes executed by or prospects of the Borrower and its Subsidiaries taken as a whole or in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company facts and information regarding the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except Subsidiaries delivered to the extent Agent prior to the Closing Date that failure to be so qualified has had or could not reasonably be expected to have result in a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses 51 67688554_7 and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any additional Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Note, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Lender and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsel to the Xxnder, substxxxxxlly in favor the form of each Lender requesting NotesEXHIBIT E; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (v) the charter documents of each Credit Party certified as of a recent date by the Secretary or Assistant Secretary of the Credit Party; (vi) the bylaws of each Credit Party certified as of the Closing Date as true and certifications correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each Credit Party as to the due existence and good standing of each Credit Party; (viii) notice of appointment of the initial Authorized Representative(s); (ix) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in SECTIONS 9.1(A) through 9.1(D) as of the most recently ended fiscal quarter period, substantially in the form of EXHIBIT F; (x) an initial Borrowing Notice, if any, and, if elected by the Borrowers, Interest Rate Selection Notice; (xi) evidence that all fees payable by the Borrower on the Closing Date to the Lender have been paid in full; (xii) such other documents, instruments, certificates and opinions as the Administrative Agent Lender may reasonably require request on or prior to evidence that each the Closing Date in connection with the consummation of the Company and transactions contemplated hereby; and (b) In the Borrower is duly organized good faith judgment of the Lender: (i) there shall not have occurred or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except become known to the extent Lender any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning WFS and its Subsidiaries delivered to the Lender prior to the Closing Date that failure to be so qualified has had or could not reasonably be expected to have result in a Material Adverse Effect; (vii) written opinions of the Chief Legal Officer of the Borrowerno litigation, of the Company’s Dutch counselaction, and of the Borrower’s outside counselssuit, addressed investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to the Administrative Agent and the Lenders, result in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Credit Parties shall have provided the documentation received all approvals, consents and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Actwaivers, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid made or given all reasonable feesnecessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, charges and disbursements conflict with or violation of counsel (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality which any of the provisions Credit Parties is a party or by which any of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved them or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretotheir properties is bound.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facilities, and of the Issuing Bank to issue any Letter of Credit, and of Bank of America to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Facility Guaranties of all Domestic Subsidiaries, other than any Receivables Subsidiaries, existing on the Closing Date including the Acquired Company and its subsidiaries, the LC Account Agreement, the other Loan Documents, together with all schedules and exhibits thereto; (ii) the favorable written opinion or opinions with respect to the Loan Documents and the Subsidiary Guarantytransactions contemplated thereby of special counsel to the Credit Parties dated the Closing Date, sufficient in number for distribution addressed to the Administrative Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Administrative Agent, each Lender and substantially in the Company; (ii) Notes executed by the Borrower in favor form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of officers or other appropriate representatives executing the Administrative Agent may reasonably require to evidence that Loan Documents on behalf of each of the Company Credit Parties, certified by the secretary or assistant secretary of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.1(a) and (b) as of the end of the fiscal quarter most recently ended prior to the Closing Date and based on the Historical Pro Forma Financial Statements, substantially in the form of Exhibit H; (xi) the Historical Financial Statements and Historical Pro Forma Financial Statements and all other financial statements and projections referred to in Section 7.6(a); (xii) the executed Purchase Agreement, certified by the secretary or assistant secretary of the Borrower and evidence of the consummation of the MET-Rx Nutrition, Inc. Acquisition in compliance with applicable law and regulatory approvals (including Xxxx-Xxxxx Xxxxxx clearance, if required); (xiii) the corporate capital and ownership structure (including articles of incorporation and bylaws), shareholder agreements and management of the Borrower and its Subsidiaries (after giving effect to the MET-Rx Nutrition, Inc. Acquisition) shall be satisfactory to the Administrative Agent; (xiv) evidence of all insurance required by the Loan Documents; (xv) evidence of the payment in full of the Existing Debt; (xvi) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xvii) evidence that all fees payable by the Borrower on the Closing Date to the Administrative Agent, BAS and the Lenders have been paid in full; (xviii) evidence that the certificate of merger has been filed with the Secretary of State of Delaware as to the merger of RSM Acquisition Corp. with and into MET-Rx Nutrition, Inc.; and (xix) such other documents, instruments, certificates and opinions as the Administrative Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the Company’s Dutch counsel, and transactions contemplated hereby; and (b) In the good faith judgment of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively;: (vii) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except there shall not have occurred or become known to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on any event, condition, situation or before status since the Closing Date shall have been paid. (c) The Loan Parties shall have provided date of the documentation information contained in the financial and other information business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries or the Acquired Company and its Subsidiaries delivered to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date.Date that has had or could reasonably be expected to result in a Material Adverse Effect; (dii) Unless waived by the Administrative Agentno litigation, the Company shall have paid all reasonable feesaction, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to suit, investigation or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03other arbitral, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement administrative or judicial proceeding shall be deemed pending or threatened which could reasonably be likely to have consented toresult in a Material Adverse Effect; and (iii) the Credit Parties and the Acquired Company, approved or accepted or to be satisfied withas applicable, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby and by the Transaction Documents without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Credit Parties is a party or by which any of them or their properties is bound.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and conditions to making the Subsidiary Guaranty, sufficient in number for distribution Revolving Credit Facility available to the Administrative AgentBorrowers, each Lender and as set forth in Section 5.1, shall have been satisfied on or prior to the Companydate of the initial Advance; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (Ab) the representations and warranties of UniCapital and the Borrower contained Credit Parties set forth in Article V are VI and in each of the other Loan Documents shall be true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Datedate of such Advance, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date; (c) the Borrowing Affiliate with respect to such Advance shall have executed and delivered to the Agent an Assumption Letter, in which case they and each Borrower and the Agent shall be true have executed such Assumption Letter and correct as the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by such Assumption Letter; (d) the Borrowing Affiliate with respect to such Advance shall have delivered to the Agent (i) Facility Guaranties fully executed by any Beneficial Owner of such earlier dateBorrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary (if any); (Bii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); and (iv) Collateral Assignments with respect to any Eligible Lease or Eligible Carrier Loan Document fully executed by such Borrowing Affiliate, each Applicable Intermediary (if any) and each Applicable Carrier; (e) the Agent shall have received in form and substance satisfactory to the Agent and the Lenders, the following: (i) each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents, Operating Documents, and governmental certificates of existence, qualification, good standing and assumed name) required by Section 5.1 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (if any) had been in such positions) on and as of the Closing Date, no Default existsprovided that if UniCapital or any Non-SPE Credit Party has previously delivered such opinions, or would result from the making of the Loans hereunder; resolutions, specimen signatures, officer's certificates and (C) all consents, licenses and approvals required governmental certificates in connection with the executionClosing Date or an Advance, delivery it shall not be required to re-submit any such documents in connection with a subsequent Advance except to the extent (1) the prior opinions or resolutions did not cover any additional Loan Documents executed by UniCapital or Non-SPE Credit Party in connection with such subsequent Advance, or (2) the specimen signatures or officer's certificates are no longer accurate, or (3) any Organizational Document or Operating Agreement has been amended, modified or supplemented or there are any additional Organizational Documents or Operating Agreements; (ii) with respect to each Financed Aircraft registered in the United States, and performance by such Loan Party and each Engine the validity against such Loan Party of Lien on which is recorded under United States law, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the Closing Date, addressed to which it the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent; (iii) with respect to every other Financed Aircraft or Engine, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the Closing Date, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-3 or otherwise reasonably satisfactory to special counsel to the Agent; (iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit M with respect to each Aircraft or Engine that is to be a party have been obtainedFinanced Aircraft or Engine); (v) an initial Borrowing Notice and, if elected by an Authorized Representative, an Interest Rate Selection Notice; (vi) a certificate of an Authorized Representative containing computations of the Borrowing Base, demonstrating compliance with the Concentration Restrictions and providing information about the Financed Aircraft and Engines, in each case after giving effect to such consents, licenses Advance and approvals are in full force and effectany related Financed Aircraft or Engine; (vii) fully-executed Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Administrative Liens of the Agent shall under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and (2) the delivery by the Borrowers of "control agreements" that have received a Borrowing/Election Notice been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests; (3) with respect to each Financed Aircraft or Engine registered in accordance the United States or the Lien on which is to be recorded in the United States, evidence of the filing with the requirements hereofFAA Recording Office of the Security Agreement (and all supplements thereto) executed by the Applicable Borrower and any Applicable Intermediary and all other documents required by such office or applicable law in order to maintain a first priority perfected Lien on such Financed Aircraft or Engine, and the lease thereof or Carrier Loan Documents with respect thereto; (4) with respect to each other Financed Aircraft or Engine, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to maintain a first priority perfected Lien on such Financed Aircraft or Engine, and the lease thereof or Carrier Loan Documents with respect thereto; (5) a copy of the executed purchase agreement and executed bill xx sale evidencing the purchase by the Initial Borrower or an Eligible Carrier of each Financed Aircraft or Engine; (6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and (7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft not registered in the United States, and each Engine the Lien on which is not to be recorded in the United States; (viii) evidence results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft or Engine that is or is to be a payment of $275,000,000 shall be madeFinanced Aircraft or Engine under the initial Advance; (ix) two (2) Qualified Appraisals, or shall have been made, each prepared by a separate Qualified Appraiser and opining as to the outstanding principal amount Fair Market Value of loans each Aircraft or Engine that is or is to be a Financed Aircraft or Engine under the Existing 2012 Term initial Advance; (x) the fully-executed originals of the Eligible Lease or Eligible Carrier Loan Credit AgreementDocuments relating to each Aircraft or Engine that is or is to be a Financed Aircraft or Engine under the initial Advance; (xi) a Lessee Estoppel Certificate or other evidence reasonably satisfactory to the Agent that any such Eligible Lease or Eligible Carrier Loan Document is valid and binding; and (ixxii) a fully-executed copy of the Management Agreement certified by a Secretary or Assistant Secretary of the Initial Borrower, and certification of the amount of fees to be payable to UniCapital, CLA, Cauff Lippxxx xx any Affiliate in connection with such other assurancesManagement Agreement, certificateswhich agreement and fees shall be acceptable to the Agent in its sole reasonable discretion; (f) at the time of (and after giving effect to) the initial Advance, documents, consents no Default or opinions as Event of Default specified in Article IX shall have occurred and be continuing; and (g) immediately after giving effect to the Administrative Agent initial Advance; (i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; (ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Required Lenders reasonably may require.Total Revolving Credit Commitment; and (biii) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement no Concentration Restriction shall be deemed to have consented to, approved exceeded or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretootherwise violated.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of have completed all due diligence with respect to the signing Loan Party, each dated Borrower and the Closing Date (or, in the case of certificates of governmental officials, a recent date before Guarantors and shall have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and Lenders, the following: (i) executed originals of each of this Agreement, the Notes, the initial Facility Guaranties, the Security Instruments, the LC Account Agreement and the other Loan Documents, together with all schedules and exhibits thereto; and (ii) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in the form of Exhibit G; and (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Credit Party certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; and (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; and (v) the charter documents of each Credit Party certified as of a recent date by the Secretary of State of its state of organization; and (vi) the bylaws of each Credit Party certified as of the Closing Date as true and correct by its secretary or assistant secretary; and (vii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each Credit Party as to the due existence and good standing of each Credit Party; and (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each Credit Party as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect; and (ix) a copy of the partnership agreement and certificate of limited partnership of each Guarantor that is a Partnership together with all necessary consents, certified as to its correctness by the General Partner of such partnership; and (x) notice of appointment of the initial Authorized Representative(s); and (xi) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.1(a) through 9.1(c), the receivables covenant contained in Section 9.3, the indebtedness covenant contained in Section 9.5, and the Deferred Excess Compensation covenant contained in Section 9.18 as of December 31, 1996, substantially in the form of Exhibit H; and (xii) evidence of all insurance required by the Loan Documents; and (xiii) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; and (xiv) evidence of the filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (A) the delivery by the Borrower of all stock certificates evidencing Pledged Stock and certificates, if any, evidencing ownership of Pledged Partnership Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (B) the delivery by the Borrower of certificates of the Registrar of each partnership Subsidiary and each partnership Guarantor evidencing the due registration on the registration books of such partnership of the Lien in favor of the Agent conferred under the Security Instruments; and (xv) evidence that all fees payable by the Borrower on the Closing Date to the Agent and the Lenders have been paid in full; and (xvi) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; and (xvii) the consolidated financial statements of the Borrower and the Guarantors for the fiscal year 1995 and the nine month period ended September 30, 1996, including balance sheets, statements of operations, stockholders' equity, and cash flow statements, audited (in the case of the fiscal year 1995 financial statements) by independent public accountants of national standing and prepared in accordance with GAAP and on a Consistent Basis; and (xviii) a schedule of the current ownership of the Borrower; and (xix) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; and (xx) an accounts receivable aging report in form and detail as is satisfactory to the Agent as of December 31, 1996; and (xxi) a draft of the Borrower's audited financial statements for the fiscal year ended December 31, 1996, as more fully described in Section 8.1(a)(i); and (b) In the good faith and reasonable judgment of the Agent and the Lenders: (i) executed counterparts Except as set forth on Schedule 6.1, there shall not have occurred a material adverse change since September 30, 1996 in the business, assets, operations, condition (financial or otherwise) or prospects of this Agreement the Borrower and the Subsidiary GuarantyGuarantors, sufficient or in number for distribution the facts and information regarding such entities (including litigation) as represented to the Administrative Agent, each Lender and the Company;date; and (ii) Notes executed by the absence of any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or the Guarantors (other than existing litigation which shall be disclosed to, and in favor their discretion shall be acceptable to, the Agent and the Lenders), or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower or the Guarantors or any transaction contemplated hereby or on the ability of each Lender requesting Notes;the Borrower and the Guarantors to perform their obligations under the documents to be executed in connection with the Revolving Credit Facility; and (iii) such certificates the Borrower, the Guarantors and any other Credit Party shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of resolutions any default under, conflict with or other actionviolation of (A) any applicable law, incumbency certificates and/or other certificates rule, regulation, order or decree of Responsible Officers any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or any Guarantor is a party;party or by which any of them or their properties is bound; and (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company Borrower and the Borrower is duly organized or formed, is validly existing, Guarantors shall be in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effectcompliance with all existing financial obligations; (v) written opinions the absence of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed any disruption or material adverse change in market for syndicated bank credit facilities similar in nature to the Administrative Agent and the LendersRevolving Credit Facility or a material disruption of, or a material adverse change in, financial, banking, or capital market conditions, in substantially the forms attached hereto each case as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively;determined by NationsBank in its sole discretion based on reasonable judgment; and (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it Guarantors shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with all terms and conditions set forth in the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoPrior Agreement.

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date any initial Advance hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s Lender's receipt of the followingfollowing items, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender: (i) executed counterparts UCC financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of this Agreement Lender under the Security Instruments, and such other documents or evidence of other actions as may be reasonably necessary under applicable law to perfect the Subsidiary Guaranty, sufficient Liens of Lender under such Security Instruments as a first priority Lien in number and to such other Collateral as Lender may require (except as it relates to Permitted Liens) including but not limited to assignments of intellectual property for distribution to filing with the Administrative Agent, each Lender United States Patent and Trademark Office ("USPTO") or the CompanyUnites State Copyright Office ("USCO") or as required by applicable law; (ii) Notes executed by the Borrower in favor of each Lender requesting NotesUCC, tax, judgment and other related search results showing only those Liens as are acceptable to Lender; (iii) such certificates of resolutions or other actionWith respect to the Existing Indebtedness (except for Subordinated Indebtedness), incumbency certificates and/or other certificates of Responsible Officers (A) evidence of the Company payment in full and the Borrower as the Administrative Agent may require evidencing the identitycancellation of such Existing Indebtedness, authority including terminations of UCC financing statements and capacity release of each Responsible Officer thereof authorized to act as a Responsible Officer all Liens filed in connection with this Agreement the Existing Indebtedness, or (B) to the extent such Existing Indebtedness will be paid-off at the Closing Date, which Existing Indebtedness is set forth on Schedule 6.01(b), pay-off letters on terms and the conditions acceptable to Lender in its sole discretion, including release language or other Loan Documents to which such Loan Party is a partyevidence of Lien releases; (iv) such documents Each agreement, instrument, document, certificate, opinion and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, other items required by Lender in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationsole discretion, except to the extent those items that failure are expressly permitted to be so qualified could not reasonably be expected delivered after the Closing Date pursuant to have a Material Adverse EffectSection 5.16 hereof; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such Such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender may reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of Bank of America to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Facility Guaranties of the Parent and each direct and indirect Domestic Subsidiary of the Parent or the Borrower, the Security Instruments, and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Mulliss & Wicker, PLLC, special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of officers or other appropriate representatives executing the Administrative Agent may reasonably require to evidence that Loan Documents on behalf of each of the Company Credit Parties, certified by the secretary or assistant secretary of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) a copy of the executed certificate of an Authorized Representative dated as of September 30, 2004 demonstrating compliance with the financial covenants contained in Sections 10.1(a) through 10.1(c) and 10.8 of the Existing Credit Agreement as of September 30, 2004; (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Borrowing Base Certificate for the most recently ended fiscal quarter, an initial Borrowing Notice and, if elected by the Borrower, Interest Rate Selection Notice; (xiii) evidence of the Company’s Dutch counselfiling of Uniform Commercial Code financing statements and, as appropriate, amendments to previously filed financing statements, reflecting the filing in all places required by applicable law to perfect the Liens of the Collateral Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Collateral Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation, the delivery by the Parent, the Borrower, and other applicable Credit Parties of all stock certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; (xiv) evidence that all fees payable by the Borrower on the Closing Date to the Agent, BAS and the Lenders have been paid in full, including the due diligence expenses of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) fees and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements expenses of counsel to for the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date (which may include amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses); (xv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xvi) a certificate of the President or chief financial officer of the Borrower as to the matters described in Section 7.1(b); (xvii) evidence satisfactory to the Agent of the repayment of all accrued interest and fees owing by the Borrower under the Existing Credit Agreement (including, without limitation, all accrued interest and fees with respect to any Loans and Letters of Credit (each as defined in the Existing Credit Agreement) whether or not such Loans or Letters of Credit are continued as Loans or Letters of Credit hereunder), and the continuation of all Liens granted in respect thereof pursuant to the terms of the Security Instruments; (xviii) copies of all documents governing or evidencing the Permitted Receivables Securitization, all as in effect as of the Closing Date, certified by the Secretary or an Assistant Secretary of the Borrower to be true, correct and complete copies thereof; (xix) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; and (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since December 31, 2003, that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or, to the knowledge of the Borrower, threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the Credit Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Credit Parties is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which will not have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.0312.2, for purposes of determining compliance with the conditions specified in this Section 4.017.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its the Term Loans on and the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any additional Letter of Credit, and of NationsBank to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the Security Instruments and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes certificates representing all of the shares of Pledged Stock, together with undated stock powers executed by the Borrower in favor of each Lender requesting Notesblank; (iii) such certificates of resolutions the favorable written opinion or other action, incumbency certificates and/or other certificates of Responsible Officers of opinions with respect to the Company Loan Documents and the Borrower as transactions contemplated thereby of counsel to the Administrative Credit Parties dated the Closing Date, addressed to the Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents Lenders and satisfactory to which such Loan Party is a partySmitx Xxxmx Xxxliss & Moorx, X.L.P., special counsel to the Agent, substantially in the form of Exhibit P hereto; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each a certificate of the Company and Chief Financial Officer of the Borrower, certifying the solvency of the Borrower is duly organized and its Subsidiaries on the date of and immediately after giving effect to the transactions contemplated hereby; (v) resolutions of the boards of directors or formedother appropriate governing body (or of the appropriate committee thereof) of each Credit Party certified by its secretary or assistant secretary as of the Closing Date, is validly existingapproving and adopting the Loan Documents to be executed by such Person, in and authorizing the execution and delivery thereof; (vi) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (vii) the charter documents of each Credit Party certified as of a recent date by the Secretary of State of its state of organization; (viii) the bylaws of each Credit Party certified as of the Closing Date as 67 72 true and correct by its secretary or assistant secretary; (ix) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each Credit Party as to the due existence and good standing and qualified of each Credit Party; (x) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each Credit Party as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vxi) written opinions notice of appointment of the Chief Legal initial Authorized Representative(s); (xii) evidence of all insurance required by the Loan Documents; (xiii) an initial Borrowing Notice, if any, Borrowing Base Certificate, and, if elected by the Borrower, Interest Rate Selection Notice; (xiv) evidence of the filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require; (xv) fully executed Landlord Waivers for the warehouse facilities located in Nevada, Florida, Arkansas, South Carolina, California, North Carolina and Washington; (xvi) an executed copy of the Transaction Documents certified as a full, true and correct copy of such documents by an Authorized Officer of the Borrower, ; (xvii) an executed copy of the Company’s Dutch counselJunior Financing Documents certified as a full, true and correct copy of such documents by an Authorized Representative of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viiixviii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to all fees payable by the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid Borrower on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent Agent, NMS and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have been paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.full;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of Bank of America to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of General Counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smitx Xxxmx Xxxliss & Moorx, X.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesEXHIBIT G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, (x) approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof, (y) declaring and authorizing the Special Distribution and (z) approving and adopting the Line of Business Transfer Documents and the Spinoff Documents, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of officers or other appropriate representatives executing the Administrative Agent may reasonably require to evidence that Loan Documents on behalf of each of the Company Credit Parties, certified by the secretary or assistant secretary of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing of such Person; (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower is duly organized as of a recent date by the Secretary of State or formedcomparable official of each of Pennsylvania, is validly existingOhio, Mississippi, Nortx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxx xxx Massachussetts, and in respect of each of the Guarantors as of a recent date by the Secretary of State or comparable official of Ohio, in good standing and qualified to engage each case constituting all of the jurisdictions in business in each jurisdiction where its ownership, lease or operation of properties or which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal initial Authorized Representative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in SECTIONS 9.1(a) and 9.1(b) as of the end of the fiscal quarter of GenCorp and its subsidiaries most recently ended prior to the Closing Date and based on the historical pro forma financial statements furnished to the Agent reflecting the Transferred Business as at and for the four fiscal quarter period ended on such date, substantially in the form of EXHIBIT H; (xi) the Historical Unaudited Quarterly Statements and all other financial statements and projections referred to in SECTION 7.6(a); (xii) evidence that all notices required to be given to effect on the Closing Date the repayment of the GenCorp Prepayable Debt and termination of the Existing GenCorp Credit Agreement substantially simultaneously with payment of the Special Distribution shall have been given; (xiii) a certificate of an officer of the Borrower reasonably satisfactory to the Agent and the Lenders as to the matters set forth in SECTIONS 6.1(b)(i)(x) and 6.1(b)(ii) and 6.1(b)(iii) and, with respect to the operations, assets and affairs of the Borrower and its Subsidiaries only, SECTIONS 6.1(c)(i) through 6.1(c)(iii); (xiv) a certificate of an officer of GenCorp reasonably satisfactory to the Agent and the Lenders as to the matters set forth in SECTIONS 6.1(b)(i)(y), 6.1(b)(i)(z) and 6.1(b)(ii) and, with respect to the operations, assets and affairs of GenCorp and its subsidiaries only, SECTIONS 6.1(c)(i) through 6.1(c)(iii); (xv) evidence of all insurance required by the Loan Documents; (xvi) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; 49 56 (xvii) copies of the executed Line of Business Transfer Documents and Spinoff Documents certified by the secretary or an assistant secretary of the Borrower, which shall be satisfactory in form and substance to the Agent; (xviii) copies certified by an Authorized Representative of executed employment contracts by the Borrower with key executives of the Transferred Business, including Messrs. Yasixxxx, XxMuxxxx xxx Mass; (xix) a copy, certified by a Responsible Officer of the Borrower, of the Company’s Dutch counselruling letter dated June 30, 1999 from the Internal Revenue Service ("IRS") to the effect that Section 335 of the Code would apply to the Spinoff such that the Spinoff will constitute a tax-free distribution by GenCorp for U.S. Federal income tax purposes (the "IRS Ruling Letter"); (xx) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; and (xxi) evidence that all fees payable by the Borrower on the Closing Date to the Agent, BAS and the Lenders have been paid in full; (b) Each of the following shall have occurred or be true: (i) substantially simultaneously with the making of the initial Advance hereunder (x) the Borrower shall make the Special Distribution, (y) GenCorp shall prepay in full the GenCorp Prepayable Debt and terminate and cancel the Existing GenCorp Credit Agreement, and (z) the Spinoff and the Line of Business Transfer shall be effected in accordance with, and upon satisfaction of, each of the Borrower’s outside counsels, addressed conditions to effectiveness thereof without any waiver thereof as set forth in the Administrative Agent Spinoff Documents and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions)Line of Business Transfer Documents, respectively; (viii) a certificate signed by a Responsible Officer there is no material asset or interest of GenCorp scheduled or described in the Company certifying that (A) the representations and warranties of Distribution Agreement to be contributed to the Borrower contained in Article V are true and correct in all material respects (except the Line of Business Transfer which has not been assigned or transferred by GenCorp to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and Borrower as of the Closing Date, except permitted pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Distribution Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date there shall not have been paidany material amendment, revision, alteration or supplement to any of the Spinoff Documents or any of the Line of Business Transfer Documents from the forms thereof from time to time delivered to and reviewed by the Lenders without the written consent of the Agent. (c) The Loan Parties shall have provided In the documentation and other information to good faith judgment of the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including Lenders: (i) there shall not have occurred or become known to the Act, and requested by the Administrative Agent or the Lenders any Lenderevent, at least five Business Days condition, situation or status since the date of the information 50 57 contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Agent prior to the Closing Date.Date that has had or could reasonably be expected to result in a Material Adverse Effect or adversely affect the consummation of the Spinoff or the Line of Business Transfer in accordance with the terms of the Spinoff Documents or the Line of Business Transfer Documents, respectively; (dii) Unless waived by no order, decree, judgment, ruling, injunction, litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened, and there shall exist no order, decree, judgment, injunction or arbitral award or ruling, which could reasonably be likely to result in a Material Adverse Effect, or restrain or otherwise adversely affect the Administrative Agentconsummation of the Spinoff or the Line of Business Transfer in accordance with the terms of the Spinoff Documents or the Line of Business Transfer Documents, respectively; (iii) in connection with the Line of Business Transfer, the Company shall have paid all reasonable feesSpinoff and the transactions contemplated thereby, charges (A) each of GenCorp (or its applicable subsidiary) and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Credit Parties shall have received notice from all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby (including the Spinoff and the Line of Business Transfer) without the occurrence of any default under, conflict with or violation of (I) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (II) any agreement, document or instrument to which GenCorp, any of its subsidiaries, or any of the Credit Parties is a party or by which any of them or their properties is bound; and (B) such Lender prior approvals, consents and waivers shall be in force and effect, (C) all waiting periods shall have expired without any action being taken to restrain or prevent or impose any adverse material conditions on the proposed Closing Date specifying its objection thereto.Line of Business Transfer, the Spinoff and the transactions contemplated thereby, and (D) no law or regulation shall be applicable which, in the sole judgment of the Agent, could restrain or prevent or impose any adverse material conditions on the Line of Business Transfer, the Spinoff and the transactions contemplated thereby or be violated by the consummation of any thereof;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility and the Line of Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of NationsBank to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the Security Instruments, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Loan Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of the Administrative Agent may reasonably require to evidence that officers of each of the Company Loan Parties executing the Loan Documents on behalf of such Loan Party, certified by the secretary or assistant secretary of such Loan Party; (v) the charter documents of each of the Loan Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) the bylaws of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties as to the due existence and good standing of such Person; (viii) appropriate certificates of qualification to do business and qualified as to engage good standing issued in business in respect of each of the Loan Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.1(a) through 9.1(c) as of the most recent quarter end, substantially in the form of Exhibit H; (xi) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xii) all stock certificates evidencing Pledged Stock, accompanied by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; (xiii) Certificate and Receipt of Registrar of all of the Company’s Dutch counsel, and of Assigned Interests; (xiv) evidence that all fees payable by the Borrower’s outside counsels, addressed Borrower on the Closing Date to the Administrative Agent and the Lenders, Lenders have been paid in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyfull; (vixv) a certificate signed evidence of insurance required by a Responsible Officer of the Company certifying that Loan Documents; and (Axvi) such other documents, instruments, certificates and opinions as the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except Agent or any Lender may reasonably request on or prior to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required Date in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party consummation of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requiretransactions contemplated hereby. (b) Any fees required In the good faith judgment of the Agent: (i) there shall not have occurred or become known to be paid on the Agent or before the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to the Agent after September 30, 1997 and prior to the Closing Date shall have been paid.that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) The there shall not have occurred or become known to the Agent or the Lenders any disruption or adverse change in the financial or capital markets generally prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (iii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; (iv) the Loan Parties shall have provided the documentation received all approvals, consents and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Actwaivers, and requested shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Loan Parties is a party or by the Administrative Agent which any of them or any Lender, at least five Business Days prior to the Closing Date.their properties is bound; and (dv) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior completed all due diligence with respect to the proposed Closing Date specifying Borrower and its objection theretoSubsidiaries in scope and determination satisfactory to NationsBank in its sole discretion.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of NationsBank to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smitx Xxxmx Xxxliss & Moorx, X.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized Loan Parties certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers of each of the Loan Parties executing the Loan Documents on behalf of such representations and warranties specifically refer to an earlier datePerson, in which case they shall be true and correct certified by the secretary or assistant secretary of such Person; (v) the charter documents of each of the Loan Parties certified as of such earlier date; a recent date by the Secretary of State of its state of organization; (Bvi) on and the bylaws of each of the Loan Parties certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of each of the Loan Parties as to the due existence and good standing of such Person; (viii) evidence that a payment appropriate certificates of $275,000,000 shall be madequalification to do business, or shall have been madegood standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested as of a recent date by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.the

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of NationsBank to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the Guaranty, the Security Instruments and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Loan Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that specimen signatures of officers of each of the Company Loan Parties executing the Loan Documents on behalf of such Loan Party, certified by the secretary or assistant secretary of such Loan Party; (v) the Organizational Documents of each of the Loan Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Loan Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) evidence of all insurance required by the Loan Documents; (xi) an initial Borrowing Notice, if any, and, if elected by the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyInterest Rate Selection Notice; (vixii) a certificate signed properly executed Uniform Commercial Code financing statements reflecting the filing in all places required by a Responsible Officer applicable law to perfect the Liens of the Company certifying that Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (Ai) the representations delivery by the Borrower of all stock certificates evidencing Pledged Stock and warranties certificates, if any, evidencing ownership of Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (ii) the delivery by the Borrower of certificates of the Registrar of each non-corporate Subsidiary evidencing the due registration on the registration books of such non-corporate Subsidiary of the Lien in favor of the Agent in the Pledged Interests conferred under the Security Instruments; (xiii) Intercompany Notes existing as of the Closing Date together with endorsements or instruments of assignment executed in blank and attached thereto; (xiv) consent by makers of Intercompany Notes to pledge under the Intercompany Pledge Agreement; (xv) receipt and satisfactory review of the Pro Forma Historical Statements and combined quarterly projections for the Borrower contained in Article V are true and correct in its Subsidiaries for 1998; (xvi) evidence that all material respects (except fees payable by the Borrower on the Closing Date to the extent that Agent, NMS and the Lenders have been paid in full; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) such representation other documents, instruments, certificates and opinions as the Agent or warranty is qualified by reference any Lender may reasonably request on or prior to materiality or Material Adverse Effect, the Closing Date in which case it shall connection with the consummation of the transactions contemplated hereby; (xix) true copies of the Registration Statement and the Related Acquisition Transaction Documents certified to be true and correct in all respects) on and as by the Secretary of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit AgreementBorrower; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingGlobal Agent shall have received, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated on the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agents and each of the LendersLenders the following: (i) executed counterparts originals of each of this Agreement and the Subsidiary GuarantyNotes and the other Loan Documents, sufficient together with all schedules and exhibits thereto in number for distribution form and substance satisfactory to the Administrative Agent, each Lender Agents and the CompanyLenders; (ii) Notes executed by favorable written opinion of counsel to the Company as US Facility Borrower and Guarantor, and special U.S. counsel to each other Borrower dated the Closing Date, addressed to the Agents and the Lenders and satisfactory to special counsel to the Global Agent, substantially in favor the form of each Lender requesting NotesExhibit G attached hereto; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and board of directors (or of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act of the Borrowers certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Borrower, and authorizing the execution and delivery thereof; specimen signatures of officers of each Borrower executing the Loan Party is a partyDocuments, certified by the Secretary or Assistant Secretary of such Borrower; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Organizational Documents of each of the Borrowers certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization or, if no such certification is available, by the secretary or assistant secretary of such Borrower; (v) the Operating Documents of each of the Borrowers certified as of the Closing Date as true and correct by the secretary or assistant secretary of such Borrower; (vi) certificates issued as of a recent date by the Secretary of State or comparable official of the jurisdiction of the formation of each of the Borrowers as to the corporate good standing of such Borrower therein; (vii) all fees payable by the Borrowers on the Closing Date to the Agents and the Lenders; (viii) financial statements of the Borrower and its Subsidiaries required to be delivered pursuant to Section 8.02(b)(i) hereof; 90 97 (ix) a certificate of an Authorized Representative of the Company reasonably satisfactory to the Agents and the Lenders as to the matters set forth in Section 7.01(b)(ii) through (iv) and 7.01(c)(i); and (x) such other documents, instruments, certificates and opinions as any Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; (b) Each of the following shall have occurred or be true: (i) The Global Agent shall have completed all due diligence with respect to the Company and the Borrower is duly organized or formed, is validly existing, its Subsidiaries in good standing scope and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except determination satisfactory to the extent Global Agent in its sole discretion; (ii) There shall not be any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that failure (a) purports to affect the transactions contemplated hereby, (b) would reasonably be so qualified expected to have a Material Adverse Effect or (c) would reasonably be expected to have a material adverse effect on the ability of the Loan Parties to perform their respective obligations hereunder or under the other Loan Documents; (iii) The Company and its Subsidiaries shall be in compliance with all existing financial and material contractual obligations before and immediately after giving effect to the financings and other transactions contemplated hereby; (iv) The Company and its Subsidiaries shall have received all government, shareholder and third-party approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any court or other Governmental Authority or arbitral authority, (B) any Organizational Document or Operating Agreements of the Company or any Subsidiary or (C) any agreement, document or instrument to which any of the Company or any Subsidiary is a party or by which any of them or their properties is bound, if such default, conflict or violation would reasonably be expected to result in a Material Adverse Effect; and all applicable waiting periods shall have expired without any action being taken or threatened in writing by any authority that could not restrain, prevent or impose any material adverse conditions on the making of any Loan or other transactions contemplated hereby, and no law or regulation shall be applicable which would reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixc) such other assurances, certificates, documents, consents or opinions as In the Administrative Agent or good faith judgment of the Required Lenders reasonably may require.Agents and the Lenders: (bi) Any fees required to be paid on There shall not have occurred a material adverse change in the business, assets, liabilities, operations, condition (financial or before the Closing Date shall have been paid. (cotherwise) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, prospects of the Company shall have paid all reasonable feesand its Subsidiaries taken as a whole since February 29, charges and disbursements of counsel to 2000 or in the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.facts or

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date initial Advance available to the Broker/Dealer hereunder is subject to satisfaction of the following conditions precedentprecedent in addition to those specified in Section 14: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBroker Dealer, each dated the Closing Date date hereof (or, in the case of certificates of governmental officials, a recent date before the Closing Datedate hereof) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Subsidiary GuarantyAgreement, sufficient in number for distribution to the Administrative Agent, each Lender Agent and the CompanyBroker/Dealer; (ii) Revolving Notes executed by the Borrower Broker/Dealer in favor of each Lender requesting NotesLender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower Broker/Dealer as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Broker/Dealer is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent or its counsel may reasonably require request to evidence that each of the Company and the Borrower Broker/Dealer is duly organized or formed, is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effectorganization; (v) a favorable written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, opinion (addressed to the Administrative Agent and the LendersLenders and dated the Effective Date) of Weil, in substantially Gotshal & Xxxxxx LLP, New York counsel to the forms attached hereto Broker/Dealer covering such other matters relating to the Broker Dealer, the Loan Documents or the transactions contemplated hereby as Exhibit G-1 (for US the Required Lenders shall reasonably request, and the Broker/Dealer hereby request such counsel to deliver such opinions) and Exhibit G-2 (for foreign opinions), respectively;; and (vi) a certificate signed by a Responsible Officer of the Company Broker/Dealer certifying that (A) that the representations conditions specified in Sections 14(a), (b) and warranties of (d) have been satisfied and (B) that since December 31, 2012 there shall not have occurred any events or changes that, individually or in the Borrower contained in Article V are true and correct in all material respects (except aggregate, have had or could reasonably be expected to the extent that such representation or warranty is qualified by reference to materiality or have a Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (bi) Any All fees required to be paid to any Agent on or before the Closing Date date hereof shall have been paid and (ii) all fees required to be paid to the Lenders on or before the date hereof shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company Broker/Dealer shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel counsel, if requested by the Administrative Agent) to the extent invoiced prior to the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Broker/Dealer and the Administrative Agent). (d) Upon the reasonable request of any Lender made at least five Business Days prior to the date hereof, the Broker/Dealer shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, in each case at least three Business Days prior to the date hereof. (e) The Broker/Dealer shall have delivered to the Lenders the Broker/Dealer’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2012, reported on by Deloitte LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2013, certified by a Financial Officer of the Broker/Dealer. (f) All requisite Governmental Authorities and third parties shall have approved or consented to the transactions contemplated hereby to the extent required and all such approvals and consents shall be in full force and effect. (g) In the event of an Advance on the Closing Datedate hereof, the Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof. Each Borrowing Request delivered pursuant to this clause (g) shall be deemed to be a representation and warranty that each of the conditions specified in Sections 13(b) through (f) have been or will be satisfied on and as of the date hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.0320(c), for purposes of determining compliance with the conditions specified in this Section 4.0113, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date date hereof specifying its objection thereto.

Conditions of Initial Advance. The obligation of each Lender the Lenders to ------------------------------ make the initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of NationsBank to make its Loans on the Closing Date hereunder any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of [special] counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting Notes;Exhibit G; --------- (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act of the Loan Parties certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that specimen signatures of officers of each of the Company Loan Parties executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary of such Person; (v) the charter documents of each of the Loan Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) the bylaws of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Loan Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.1(a) through 9.1(c) and Section 9.3 as of the Borrower--------------- ------ ----------- most recent fiscal quarter ended, substantially in the form of Exhibit ------- H; - (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Borrowing Notice, if any; (xiii) evidence that all fees payable by the Borrower on the Closing Date to the Agent, NCMI and the Lenders have been paid in full; (xiv) Uniform Commercial Code and other search results showing that no Liens are in effect on any assets of the Company’s Dutch counsel, and Borrower or any of its Subsidiaries except for Permitted Liens; (xv) audited consolidated balance sheets of the Borrower’s outside counselsBorrower and its Subsidiaries as at October 31, addressed 1994, 1995 and 1996 and the notes thereto and the related consolidated statements of earnings, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by KPMG Peat Marwick, L.L.P.; (xvi) unaudited consolidated and interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of earnings, stockholders' equity and cash flows, in each case without notes, for and as of the three (3) month period ended January 31, 1997; (xvii) financial projections prepared by the Borrower demonstrating compliance with the financial covenants set forth in Sections 9.1(a) through 9.1(c) and 9.3 through the Stated Termination --------------- ------ --- Date;] and such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Administrative Closing Date in connection with the consummation of the transactions contemplated hereby; and (b) In the good faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since October 31, 1996 concerning the business, assets, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries or in substantially the forms attached hereto financial and business projections, budgets, proforma data and other information regarding such entities as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyrepresented prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (viii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in any court or before any arbitrator or governmental authority which could reasonably be expected to result in a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation received all approvals, consents and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Actwaivers, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid made or given all reasonable feesnecessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, charges and disbursements conflict with or violation of counsel (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality which any of the provisions Loan Parties is a party or by which any of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved them or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.their properties is bound;

Conditions of Initial Advance. The obligation of each Lender the Bank to make its Loans on the Closing Date initial Advance hereunder is shall be subject to the satisfaction of the following conditions precedent, in addition to the applicable conditions precedent set forth in Section 6.2 below: (a) The Administrative Agent’s receipt Bank shall have received all of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Bank, each duly executed and each certified or dated the date of the Lendersinitial Loan or such other date as is satisfactory to the Bank: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyThe Note; (ii) Notes executed by the Borrower in favor of each Lender requesting NotesThe Guaranties; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyThe Intercreditor Agreement; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each A copy of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties corporate resolutions of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtainedDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (v) A copy of the corporate resolutions of the Guarantors authorizing the execution, delivery and performance of the Guaranty, certified by the Secretary or an Assistant Secretary of Guarantors; (vi) An incumbency certificate showing the names and titles, and such consentsbearing the signatures of, licenses the officers of the Borrower authorized to execute the Loan Documents and approvals are in full force and effectto request the Loan hereunder, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) Incumbency certificates showing the Administrative Agent shall have received a Borrowing/Election Notice in accordance with names and titles, and bearing the requirements hereofsignatures of, the officers of the Guarantors authorized to execute the Guaranty, certified by the Secretary or an Assistant Secretary of the Guarantors; (viii) evidence that a payment A status certificate for the Borrower and each Guarantor in the jurisdiction of $275,000,000 shall be madeits incorporation, certified by the appropriate governmental officials; (ix) Copies of the Articles or shall have been madeCertificate of Incorporation and the By-Laws of the Borrower and each Guarantor with all amendments thereto, to certified by the outstanding principal amount Secretary or an Assistant Secretary of loans under the Existing 2012 Term Loan Credit AgreementBorrower; and (ixx) such other assurancesAn opinion of counsel to the Borrower, certificatesaddressed to the Bank, documents, consents or opinions as in substantially the Administrative Agent or the Required Lenders reasonably may require.form of Exhibit D. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality Payment of the provisions expenses of the last paragraph of Bank as provided in Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto11.4 hereof.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit and of NationsBank to make any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Facility Guaranties and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of Xxxxx and Xxx Xxxxx PLLC, special counsel to the Credit Parties, dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesEXHIBIT G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except to the extent that such representations approving and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of adopting the Loan Documents to which it is a party have been obtainedbe executed by such Person, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such consentsCredit Party, licenses and approvals are in full force and effectcertified by the secretary or assistant secretary of such Credit Party; (v) certificate of the secretary or assistant secretary of each Credit Party as to the charter documents of such Credit Party; (vi) certificate of the secretary or assistant secretary of each Credit Party as to the bylaws of such Credit Party; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of each Credit Party as to the due existence and good standing of each Credit Party; (viii) evidence notice of appointment of the initial Authorized Representative(s) if any change from that a payment of $275,000,000 shall be made, or shall have been made, previously delivered pursuant to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and; (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before certificate of an Authorized Representative dated the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining demonstrating compliance with the conditions specified financial covenants contained in this Section 4.01SECTIONS 8.1(A) through 8.1(D), each Lender that has signed this Agreement shall be deemed to have consented to8.2, approved or accepted or to be satisfied with8.3 AND 8.9 as of the most recent fiscal quarter end, each document or other matter substantially in the form of EXHIBIT H; (x) evidence of all insurance required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to Loan Documents; (xi) an initial Borrowing Notice, if any, and, if elected by the proposed Closing Date specifying its objection thereto.Borrower, Interest Rate Selection Notice;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingGlobal Agent shall have received, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated on the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agents and each of the LendersLenders the following: (i) executed counterparts originals of each of this Agreement and the Subsidiary GuarantyNotes and the other Loan Documents, sufficient together with all schedules and exhibits thereto in number for distribution form and substance satisfactory to the Administrative Agent, each Lender Agents and the CompanyLenders; (ii) Notes executed by favorable written opinion of counsel to the Company as US Facility Borrower and Guarantor, and special U.S. counsel to each other Borrower dated the Closing Date, addressed to the Agents and the Lenders and satisfactory to special counsel to the Global Agent, substantially in favor the form of each Lender requesting NotesExhibit G attached hereto; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and board of directors (or of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized Borrowers certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except appointing the initial Authorized Representatives and approving and adopting the Loan Documents to be executed by such Borrower, and authorizing the extent that execution and delivery thereof; specimen signatures of officers of each Borrower executing the Loan Documents, certified by the Secretary or Assistant Secretary of such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct Borrower; (iv) the Organizational Documents of each of the Borrowers certified as of a recent date by the Secretary of State or comparable official of its jurisdiction of organization or, if no such earlier date; certification is available, by the secretary or assistant secretary of such Borrower; (Bv) on and the Operating Documents of each of the Borrowers certified as of the Closing Date, no Default exists, Date as true and correct by the secretary or would result from assistant secretary of such Borrower; (vi) certificates issued as of a recent date by the making Secretary of State or comparable official of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party jurisdiction of the Loan Documents formation of each of the Borrowers as to which it is a party have been obtained, and the corporate good standing of such consents, licenses and approvals are in full force and effectBorrower therein; (vii) notice(s) of appointment of the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereofinitial Authorized Representatives; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, all fees payable by the Borrowers on the Closing Date to the outstanding principal amount of loans under Agents and the Existing 2012 Term Loan Credit Agreement; andLenders; (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information evidence satisfactory to the Administrative Global Agent of the repayment in full and termination of each of the Prior Facilities simultaneously with the making of the initial Advances hereunder, and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or agreement to terminate any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or Liens on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.assets securing any

Conditions of Initial Advance. The obligation of each Lender to make its Loans in connection with the initial Advance hereunder, and the obligation of the Issuer to issue Facility Letters of Credit hereunder on the Closing Date hereunder Effective Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of Agent shall have received the following, each dated as of which shall be originals or telecopies the Effective Date (followed promptly by originals) unless otherwise specified) and, except for the Notes and any certificates or instruments required to be delivered under the Pledge Agreements, in sufficient copies for each properly Lender: (i) If requested by any Lender, the Notes in favor of such Lender; (ii) the Pledge Agreements, duly completed and executed by a Responsible Officer the parties hereto, together with any certificates evidencing the Capital Stock being pledged thereunder as of the signing Loan PartyEffective Date and undated assignments separate from certificate for any such certificate, duly executed in blank; (iii) the Guaranties, duly completed and executed by each dated Guarantor; (iv) the Closing Date favorable opinion of Seyburn, Kahn, Ginn, Bess, Deitxx & Serlxx, xxecial counsel to the Borrowers, as to the matters set forth on Exhibit J addressed to the Agent and the Lenders and addressing such other matters as the Agent or any Lender may reasonably request. (orb) The Agent shall have received a certificate, in signed by the case president, the chief executive officer or the chief financial officer of certificates of governmental officialseach Borrower, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct as of the Effective Date, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the transactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, no Material Adverse Change has occurred since December 31, 1998, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section and in Section 4.2 have been satisfied or waived as required hereunder. (c) The Agent and shall have received a certificate of the secretary or an assistant secretary of each of the Lenders: Company and its Subsidiaries, in form and substance satisfactory to the Agent, certifying (i) executed counterparts that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Company or such Subsidiary, as the case may be, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of the Company or such Subsidiary, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Company or such Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Agreement and the Subsidiary Guarantyother Credit Documents to which it is a party, sufficient in number for distribution and as to the Administrative Agentincumbency and genuineness of the signature of each officer of the Company or such Subsidiary, each Lender as the case may be, executing this Agreement or any of such other Credit Documents, and attaching all such copies of the Company;documents described above. (iid) Notes executed by The Agent shall have received (i) a certificate as of a recent date of the Borrower in favor good standing of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and its Subsidiaries under the Borrower laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the Administrative Agent may require evidencing the identity, authority and capacity qualification of each Responsible Officer thereof authorized of the Company and its Subsidiaries to act conduct business as a Responsible Officer foreign corporation in each jurisdiction where it is so qualified as of the Effective Date, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) All legal matters, documentation, and corporate or other proceedings incident to the transactions contemplated hereby shall be satisfactory in form and substance to the Agent; all approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Loan Credit Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each consummation of the Company transactions contemplated hereby and thereby shall have been obtained, without the imposition of conditions that are not acceptable to the Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Borrower is duly organized Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or formedlegislation shall have been instituted, is validly existingthreatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in good standing and qualified each case to engage enjoin, restrain or prohibit, to obtain substantial damages in business in each jurisdiction where its ownershiprespect of, lease or operation that is otherwise related to or arises out of, this Agreement, any of properties the other Credit Documents or the conduct consummation of its business requires such qualificationthe transactions contemplated hereby or thereby, except to or that, in the extent that failure to be so qualified opinion of the Agent, could not reasonably be expected to have a Material Adverse Effect;. (vf) written opinions Since December 31, 1998, both immediately before and after giving effect to the consummation of the Chief Legal Officer transactions contemplated by this Agreement, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (g) The Company shall have paid (i) to Bank One, the unpaid balance of the Borrowerfees described in the Fee Letter, (ii) to the Agent, the initial payment of the Company’s Dutch counselannual agency fee described in the Fee Letter, and (iii) all other fees and expenses of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except Lenders required hereunder or under any other Credit Document to be paid on or prior to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true Effective Date (including fees and correct in all respectsexpenses of counsel) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party this Agreement and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect;transactions contemplated hereby. (viih) the Administrative The Agent shall have received a Borrowing/Election Notice in accordance Financial Condition Certificate, together with the requirements hereof; (viiiPro Forma Balance Sheet and the Projections as described in Sections 5.11(b) evidence that a payment and 5.11(c), all of $275,000,000 which shall be made, or shall have been made, in form and substance satisfactory to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireAgent. (bi) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Within two Business Days prior to after the Closing Effective Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior a Covenant Compliance Worksheet, duly completed and certified by the chief financial officer of the Company and in form and substance satisfactory to the proposed Closing Date specifying Agent, demonstrating the Company's compliance with the financial covenants set forth in Sections 7.1 through 7.3, determined on a pro forma basis as of June 30, 1999 after giving effect to the making of the initial Loans hereunder and the consummation of the transactions contemplated hereby. (j) The Agent shall have received from the Company its objection theretoconsolidated operating budget for the period from January 1, 1999 through December 31, 1999, and the same shall be in form and substance satisfactory to the Agent. (k) The Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans the initial Advance under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date hereunder Date, is subject to satisfaction of the following conditions precedentprecedent that: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the initial Facility Guaranties and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of (A) in-house counsel to the Borrower in favor of each Lender requesting Notes; and (iiiB) such certificates of resolutions or other actionSkadden, incumbency certificates and/or other certificates of Responsible Officers of the Company and Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existingGuarantors, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or case dated the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counselsClosing Date, addressed to the Administrative Agent and the LendersLenders and satisfactory to the Administrative Agent, substantially in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyform of Exhibits I-1 – I-2; (viiii) a certificate signed by a Responsible Officer resolutions of the Company certifying that boards of directors or other appropriate governing body (Aor of the appropriate committee thereof) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation each Guarantor certified by its secretary or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower and each Guarantor, certified by the secretary or assistant secretary of such representations Borrower or Guarantor; (v) the Organizational Documents of the Borrower and warranties specifically refer to an earlier date, in which case they shall be each Guarantor certified as true and correct as by its secretary or assistant secretary; (vi) Operating Documents of such earlier date; (B) on the Borrower and each Guarantor certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (viii) evidence that a payment notice of $275,000,000 shall be made, or shall have been made, to appointment of the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; andinitial Authorized Representative(s); (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before certificate of an Authorized Representative dated the Closing Date shall have been paid. (c) The Loan Parties shall have provided demonstrating compliance with the documentation and other information to financial covenants contained in Section 8.1 as of the Administrative Agent and end of the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days fiscal quarter most recently ended prior to the Closing Date.Date for which financial statements have been delivered to the Lenders pursuant to Section 6.1(e) or Section 7.1, substantially in the form of Exhibit E; (dx) Unless waived an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that all fees payable by the Borrower on the Closing Date to the Administrative Agent, X.X. Xxxxxx Securities Inc. and the Company shall Lenders have been paid all reasonable feesin full, charges including the fees and disbursements expenses of counsel to for the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality Date (which may include amounts constituting reasonable estimates of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted such fees and expenses incurred or to be satisfied with, each document or other matter required thereunder incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to be consented to or approved by or acceptable or satisfactory to a Lender unless such fees and expenses); and (xii) evidence of payment in full of all obligations arising under the Existing Loan Documents and termination thereof; and (b) In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred a material adverse change since December 31, 2004 in the business, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (ii) there shall not exist any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that: (x) materially and adversely affects the Borrower or its Subsidiaries taken as a whole or (y) materially affects any transaction contemplated hereby or the ability of the Borrower and its Subsidiaries to perform their respective obligations under the Loan Documents; and (iii) the Borrower and Guarantors shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower and Guarantors is a party or by which any of them or their properties is bound.

Conditions of Initial Advance. The occurrence of the Closing Date, and the obligation of each Lender the Lenders to make its the initial Revolving Credit Loans on the Closing Date hereunder is subject to Date, shall be conditioned upon the satisfaction of the following conditions precedentprecedent in the sole judgment of the Administrative Agent: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Agent, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of dated the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counselsClosing Date, addressed to the Administrative Agent and the LendersLenders and satisfactory to Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to the Administrative Agent, substantially in substantially the forms attached hereto as form of Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyH; (viiii) a certificate signed by a Responsible Officer resolutions of the Company certifying that (A) the representations and warranties board of directors of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation certified by its secretary or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by the extent that such representations Borrower, and warranties specifically refer to an earlier dateauthorizing the execution and delivery and performance thereof; (iv) specimen signatures of officers of the Borrower executing the Loan Documents on behalf of the Borrower, in which case they shall be true and correct certified by the secretary or assistant secretary of the Borrower; (v) the charter documents of the Borrower certified as of such earlier date; a recent date by the Secretary of State of its state of organization; (Bvi) on and the bylaws of the Borrower certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretary of State of the requirements hereofjurisdiction of formation of the Borrower as to the valid existence and good standing of the Borrower; (viii) evidence that a payment notice of $275,000,000 shall be made, or shall have been made, to appointment of the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; andinitial Authorized Representative(s); (ix) such other assurances, certificates, documents, consents or opinions as evidence of all insurance required by the Administrative Agent or the Required Lenders reasonably may require.Loan Documents; (bx) Any fees required to be paid a certificate substantially in the form of Exhibit I completed as of June 30, 2000; (xi) evidence that all fees, costs and expenses payable by the Borrower on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules have been paid in full; (xii) such other documents, instruments, certificates and regulations, including the Act, and requested by opinions as the Administrative Agent or any Lender, at least five Business Days Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby. (b) In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent or the Lenders any event, condition, situation or status since December 31, 1999 that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to result in a Material Adverse Effect; and (iii) the Borrower and its Consolidated Entities shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower or any Consolidated Entity is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which will not have a Material Adverse Effect. (c) The following refinancing (the "Refinancing") shall have occurred or shall occur simultaneously with the occurrence of the Closing Date: (i) The Borrower shall have issued and sold not less than $350,000,000 of senior subordinated notes having terms and conditions acceptable to the Administrative Agent (the "New Senior Subordinated Notes"); (ii) The Closing Date under (and as defined in) the Headquarters Participation Agreement shall have occurred, and the refinancing of the notes and equity issued by HEALTHSOUTH Corporation Trust 1995-1 shall have occurred; (iii) The Closing Date under (and as defined in) the Hospitals Participation Agreement shall have occurred, and the refinancing of the notes and equity issued by HEALTHSOUTH Corporation Trust 2000-1 shall have occurred; (iv) All amounts outstanding under the Borrower's Short Term Credit Agreement, dated as of December 15, 1999 shall have been repaid in full, and all commitments to extend credit thereunder shall have been terminated. (d) Unless waived The Borrower shall have made available to the Lenders the pro forma consolidated balance sheets of the Borrower as of December 31, 1999 and June 30, 2000. (e) No litigation by any entity (private or governmental) shall be pending or threatened with respect to any of the Administrative Agenttransactions contemplated hereby or any other documentation executed in connection herewith or therewith or the transactions contemplated hereby (including, without limitation, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoRefinancing).

Conditions of Initial Advance. The obligation of each Lender the Bank to make its Loans on the Closing Date initial Advance hereunder is shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt , in addition to the applicable conditions precedent set forth in Section 6.2 below, that the Bank shall have received all of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Bank, each duly executed and each certified or dated the date of the Lendersinitial Loan or such other date as is satisfactory to the Bank: (ia) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;The Note (iib) Notes executed by the Borrower in favor of each Lender requesting Notes;The Guaranty (iiic) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers A copy of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties corporate resolution of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtainedDocuments, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested certified by the Administrative Agent Secretary or any Lender, at least five Business Days prior to an Assistant Secretary of the Closing DateBorrower. (d) Unless waived A copy of the corporate resolutions of the Guarantors authorizing the execution, delivery and performance of the Guaranty, certified by the Administrative AgentSecretary or an Assistant Secretary of Guarantors. (e) An incumbency certificate showing the names and titles, and bearing the signatures of, the Company shall have paid officers of the Borrower authorized to execute the Loan Documents and to request Loan hereunder, certified by the Secretary or an Assistant Secretary of the Borrower. (f) Incumbency certificates showing the names and titles, and bearing the signatures of, the officers of the Guarantors authorized to execute the Guaranty, certified by the Secretary or an Assistant Secretary of the Guarantors. (g) A status certificate for the Borrower and each Guarantor in the jurisdiction of its incorporation, certified by the appropriate governmental officials. (h) Copies of the Articles or Certificate of Incorporation and the By-Laws of the Borrower and each Guarantor with all reasonable feesamendments thereto, charges and disbursements certified by the Secretary or an Assistant Secretary of the Borrower. (i) An opinion of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Borrower, addressed to the extent invoiced prior to or on Bank, in substantially the Closing Date. Without limiting the generality form of Exhibit D. (j) Payment of the provisions Facility Fees as provided in Section 3.2 and the expenses of the last paragraph of Bank as provided in Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto12.4 hereof.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on initial Advance under the Closing Date hereunder Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the Security Instruments, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Smitx Xxxmx Xxxliss & Moorx, X.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (v) the charter documents and certifications of each Credit Party certified as of a recent date by the Administrative Agent may reasonably require to evidence that Secretary of State of its state of organization; (vi) the bylaws of each Credit Party certified as of the Company Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each Credit Party as to the due existence and good standing and qualified of each Credit Party; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each Credit Party as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinionsinitial Authorized Representative(s), respectively; (vix) a certificate signed by a Responsible Officer of an Authorized Representative dated the Company certifying that (A) Closing Date demonstrating compliance with the representations and warranties of the Borrower financial covenants contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and Section 8.12 as of the Closing Date, except substantially in the form of Exhibit H; (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Borrowing Notice, if any, Borrowing Base Certificate, and, if elected by the Borrower, Interest Rate Selection Notice; (xiii) evidence of the filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the extent that such representations and warranties specifically refer Liens of the Agent under the Security Instruments as a first priority Lien as to an earlier date, items of Collateral in which case they shall a security interest may be true and correct as perfected by the filing of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtainedfinancing statements, and such consents, licenses and approvals are in full force and effect; (vii) other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Administrative Liens of the Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) Security Instruments as a first priority Lien in and to such other assurances, certificates, documents, consents or opinions Collateral as the Administrative Agent or the Required Lenders reasonably may require. (bxiv) Any fees required to be paid on or before landlord estoppal and waiver letters for the Closing Date shall have been paid.warehouse facilities located in Tennessee and Nevada; (cxv) The Loan Parties shall have provided such other documents, instruments, certificates and opinions as the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days Lender may reasonably request on or prior to the Closing Date.Date in connection with the consummation of the transactions contemplated hereby; and (db) Unless waived by In the Administrative Agentgood faith judgment of the Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Credit Parties delivered to the Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; and (iii) the Borrower, the Company shall have paid all reasonable fees, charges Parent and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent their Subsidiaries shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower, the Parent or any Subsidiary of the Borrower or the Parent is a party or by which any of them or their properties is bound; and (iv) there shall not have occurred or exist (A) an engagement in hostilities by the United States of America or other national or international emergency or calamity, (B) a general suspension of or material limitation on trading on the New York Stock Exchange or other national securities exchange, (C) the declaration of a general banking moratorium by any applicable Governmental Authority or the imposition by any applicable Governmental Authority of any material limitation on transactions of the type contemplated by the Loan Documents, or (D) any other material disruption of financial or capital markets that could reasonably be expected to adversely affect the transactions contemplated under the Loan Documents.

Conditions of Initial Advance. The effectiveness of this Agreement and the obligation of each the Lenders to make the initial Advance under the Revolving Credit Facility, and of the L/C Issuer to issue any Letter of Credit, and of the Swing Line Lender to make its Loans on the Closing Date hereunder any Swing Line Loan, is subject to satisfaction of the following conditions precedentprecedent that: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders, the following: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the Facility Guaranties, and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions favorable written opinion or other action, incumbency certificates and/or other certificates of Responsible Officers of opinions with respect to the Company Loan Documents and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity transactions contemplated thereby of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except counsel to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of Credit Parties dated the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counselsClosing Date, addressed to the Administrative Agent and the LendersLenders and reasonably satisfactory to Xxxxx Mulliss & Wicker, in substantially PLLC, special counsel to the forms attached hereto Administrative Agent, as to the matters set forth on Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyG or such other form as is accepted by the Administrative Agent; (viiii) a certificate signed by a Responsible Officer resolutions of the Company certifying that boards of directors or other appropriate governing body (A) the representations and warranties or of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation appropriate committee thereof) of each Credit Party certified by its secretary or warranty is qualified by reference to materiality assistant secretary or Material Adverse Effect, in which case it shall be true and correct in all respects) on and other appropriate officer as of the Closing Date, except approving and adopting the Loan Documents to the extent that be executed by such representations and warranties specifically refer to an earlier datePerson, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by such Loan Party thereof and appointing (in the validity against such Loan Party case of the Borrower) the initial Authorized Representative(s); (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents to which it is on behalf of each of the Credit Parties, certified by the secretary or assistant secretary or other appropriate official of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a party have been obtained, recent date by the Secretary of State of its jurisdiction of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and such consents, licenses and approvals are in full force and effectcorrect by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereof; respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing of such Person; (viii) evidence that appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each of the Credit Parties as of a payment recent date by the Secretary of $275,000,000 shall be made, State or shall have been made, to comparable official of each jurisdiction in which the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required failure to be paid on qualified to do business or before the Closing Date shall authorized so to conduct business could have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Material Adverse Effect;

Conditions of Initial Advance. The obligation of each Lender the Lenders to continue to make its Loans on Advances under the Closing Date hereunder Revolving Credit Facility, and of the Issuing Bank to continue to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which NationsBank and NMS shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and Lenders, the following: (i) executed originals of each of this Agreement, the Notes, the Facility Guaranty, the Security Instruments, the LC Account Agreement and the other Loan Documents, together with all schedules and exhibits thereto; and (ii) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in the form of Exhibit G; and (iii) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Loan Party certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; and (iv) specimen signatures of officers of each Loan Party executing the Loan Documents on behalf of such Loan Party, certified by the secretary or assistant secretary of such Loan Party; and (v) the charter documents of each Loan Party certified as of a recent date by the Secretary of State of its state of organization or a certificate of the secretary or assistant secretary of each Loan Party that there has been no change in such charter documents since the date they were last delivered to the Agent and such charter documents remain in full force and effect; and (vi) the bylaws of each Loan Party certified as of the Closing Date as true and correct by its secretary or assistant secretary or a certificate of the secretary or assistant secretary of each Loan Party that there has been no change in such bylaws since the date they were last delivered to the Agent and such bylaws remain in full force and effect; and (vii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each Loan Party as to the due existence and good standing of each Loan Party; and (viii) appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of each Loan Party as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Material Adverse Effect; and (ix) a copy of the partnership agreement and certificate of limited partnership of each Guarantor that is a Partnership together with all necessary consents, certified as to its correctness by the General Partner of such partnership or a certificate of the General Partner that there has been no change in such partnership agreement and certificate of limited partnership since the date they were last delivered to the Agent and such partnership documents remain in full force and effect; and (x) notice of appointment of the initial Authorized Representative(s); and (xi) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the 44 covenants contained in Sections 9.1(a) through 9.1(c), and Section 9.5, as of March 31, 1998, substantially in the form of Exhibit H; and (xii) evidence of all insurance required by the Loan Documents; and (xiii) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; and (xiv) evidence of the filing of additional Uniform Commercial Code financing statements, if any, reflecting the filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (A) the delivery by the Borrower of all stock certificates evidencing Pledged Stock and certificates, if any, evidencing ownership of Pledged Partnership Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (B) the delivery by the Borrower of certificates of the Registrar of each partnership Guarantor evidencing the due registration on the registration books of such partnership of the Lien in favor of the Agent conferred under the Security Instruments; and (xv) evidence that all fees payable by the Borrower on the Closing Date to the Agent and the Lenders have been paid in full; and (xvi) the consolidated financial statements of the Borrower and the Guarantors for the fiscal year 1997, including balance sheets, statements of operations, stockholders' equity, and cash flow statements, audited by independent public accountants of national standing and prepared in accordance with GAAP and on a Consistent Basis; and (xvii) financial projections of the Borrower and the Guarantors for the next four (4) Fiscal Years, in such detail and based on such assumptions as are acceptable to the Agent in its sole discretion; and (xviii) a schedule of the current ownership of the Borrower; and (xix) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the transactions contemplated hereby; and (b) In the good faith and reasonable judgment of the Agent and the Lenders: (i) executed counterparts Except as set forth on Schedule 6.1, there shall not have occurred a material adverse change since December 31, 1997 in the business, assets, operations, condition (financial or otherwise) or prospects of this Agreement the Borrower and the Subsidiary GuarantyGuarantors, sufficient or in number for distribution the facts and information regarding such entities (including litigation) as represented to the Administrative Agent, each Lender and the Company;date; and (ii) Notes executed by the absence of any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports to affect the Borrower or the Guarantors (other than existing litigation which shall be disclosed to, and in favor their discretion shall be acceptable to, the Agent and the Lenders), or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower or the Guarantors or any transaction contemplated hereby or on the ability of each Lender requesting Notes;the Borrower and the Guarantors to perform their obligations under the Loan Documents; and (iii) such certificates the Borrower, the Guarantors and any other Loan Party shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of resolutions any default under, conflict with or other actionviolation of (A) any applicable law, incumbency certificates and/or other certificates rule, regulation, order or decree of Responsible Officers any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or any Guarantor is a party;party or by which any of them or their properties is bound; and (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company Borrower and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it Guarantors shall be true in compliance with all existing financial obligations, including the terms and correct conditions set forth in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixv) such other assurances, certificates, documents, consents the absence of any disruption or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information material adverse change in market for syndicated bank credit facilities similar in nature to the Administrative Agent Revolving Credit Facility or a material disruption of, or a material adverse change in, financial, banking, or capital market conditions, in each case as determined by NationsBank and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all NMS in their sole discretion based on reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.judgment; and

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of This Agreement shall not become effective until the following conditions precedentprecedent have been satisfied in the sole judgment of the Agent: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Borrower dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit H; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and board of directors of the Borrower certified by its secretary or assistant secretary as of the Administrative Agent may require evidencing Closing Date, approving and adopting the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partybe executed by the Borrower, and authorizing the execution and delivery and performance thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each specimen signatures of officers of the Company and Borrower executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of the Borrower; (v) the charter documents of the Borrower is duly organized certified as of a recent date by the Secretary of State of its state of organization; (vi) the bylaws of the Borrower certified as of the Closing Date as true and correct by its secretary or formed, is validly existing, in assistant secretary; (vii) certificates issued as of a recent date by the Secretary of State of the jurisdiction of formation of the Borrower as to the valid existence and good standing and qualified of the Borrower; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of the Borrower as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) evidence of all insurance required by the Loan Documents; (xi) a certificate in the form of Exhibit I completed as of June 30, 1997; (xii) evidence that all fees payable by the Borrower on the Closing Date to the Agent and the Lenders have been paid in full; (xiii) Pro Forma Historical Statement and the financial statements described in Section 6.6(d) and (e); (xiv) true copies of the BorrowerRegistration Statement and the Related Transaction Documents; (xv) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the Company’s Dutch counsel, and transactions contemplated hereby; and (b) In the good faith judgment of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in substantially the forms attached hereto as Exhibit G-1 (for US opinions) financial and Exhibit G-2 (for foreign opinions)business projections, respectivelybudgets, pro forma data and forecasts concerning the Borrower and its Consolidated Entities delivered to the Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (viii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation Borrower and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent its Consolidated Entities shall have received notice from all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower or any Consolidated Entity is a party or by which any of them or their properties is bound, except for such Lender prior to approvals, consents, waivers, filings and notices the proposed Closing Date specifying its objection theretoreceipt, making or giving of which will not have a Material Adverse Effect.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans the initial Advance under the Revolving Credit Facility, and of the Issuing Banks to issue Letters of Credit (if any) on the Closing Date hereunder Date, is subject to satisfaction of the following conditions precedentprecedent that: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the initial Facility Guaranties and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of (A) in-house counsel to the Borrower in favor of each Lender requesting Notes; and (iiiB) such certificates of resolutions or other actionSkadden, incumbency certificates and/or other certificates of Responsible Officers of the Company and Arps, Slate, Mxxxxxx & Fxxx LLP, special counsel to the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existingGuarantors, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or case dated the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counselsClosing Date, addressed to the Administrative Agent and the LendersLenders and satisfactory to the Administrative Agent, substantially in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyform of Exhibits I-1 — I-2; (viiii) a certificate signed by a Responsible Officer resolutions of the Company certifying that boards of directors or other appropriate governing body (Aor of the appropriate committee thereof) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation each Guarantor certified by its secretary or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower and each Guarantor, certified by the secretary or assistant secretary of such representations Borrower or Guarantor; (v) the Organizational Documents of the Borrower and warranties specifically refer to an earlier date, in which case they shall be each Guarantor certified as true and correct as by its secretary or assistant secretary; (vi) Operating Documents of such earlier date; (B) on the Borrower and each Guarantor certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (viii) evidence that a payment notice of $275,000,000 shall be made, or shall have been made, to appointment of the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; andinitial Authorized Representative(s); (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before certificate of an Authorized Representative dated the Closing Date shall have been paid. (c) The Loan Parties shall have provided demonstrating compliance with the documentation and other information to financial covenants contained in Section 8.1 as of the Administrative Agent and end of the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days fiscal quarter most recently ended prior to the Closing Date.Date for which financial statements have been delivered to the Lenders pursuant to Section 6.1(e) or Section 7.1, substantially in the form of Exhibit E; (dx) Unless waived an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that all fees payable by the Borrower on the Closing Date to the Administrative Agent, J.X. Xxxxxx Securities Inc. and the Company shall Lenders have been paid all reasonable feesin full, charges including the fees and disbursements expenses of counsel to for the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality Date (which may include amounts constituting reasonable estimates of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted such fees and expenses incurred or to be satisfied with, each document or other matter required thereunder incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to be consented to or approved by or acceptable or satisfactory to a Lender unless such fees and expenses); and (xii) evidence of payment in full of all obligations arising under the Existing Loan Documents and termination thereof; and (b) In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred a material adverse change since December 31, 2004 in the business, assets, liabilities, operations, condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (ii) there shall not exist any action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that: (x) materially and adversely affects the Borrower or its Subsidiaries taken as a whole or (y) materially affects any transaction contemplated hereby or the ability of the Borrower and its Subsidiaries to perform their respective obligations under the Loan Documents; and (iii) the Borrower and Guarantors shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower and Guarantors is a party or by which any of them or their properties is bound.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the Security Instruments pertaining to each Project to be included in the Borrowing Base as of the Closing Date, and copies or originals of the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to as the Administrative Agentcase may be, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit G; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of officers or other appropriate representatives executing the Administrative Agent may reasonably require to evidence that Loan Documents on behalf of each of the Company Credit Parties, certified by the secretary or assistant secretary of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in Sections 9.1(a) through 9.1(d), 9.2(c), 9.2(f) and 9.12 as of the Borrowerfiscal quarter most recently ended, substantially in the form of Exhibit H; (xi) evidence of all insurance required by the Company’s Dutch counselLoan Documents; (xii) an initial Borrowing Notice, and of if any, and, if elected by the Borrower’s outside counselsBorrowers, addressed an Interest Rate Selection Notice; (xiii) evidence that all fees payable by the Borrowers on the Closing Date to the Administrative Agent and the Lenders, Lenders have been paid in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectivelyfull; (vixiv) a certificate signed by a Responsible Officer evidence of the Company certifying that filing or recordation, as applicable, of (A) Uniform Commercial Code financing statements reflecting the representations and warranties filing in all places required by applicable law to perfect the Liens of the Borrower contained Agent under the Security Instruments as a first priority Lien as to items of Collateral relating to Projects in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, Borrowing Base as of the Closing Date in which case it shall a security interest may be true and correct perfected by the filing of financing statements, (B) with respect to any Lease Project to be included in all respects) on and the Borrowing Base as of the Closing Date, except each Mortgage in the place or places required by applicable law to perfect the extent that Liens of the Agent under such representations and warranties specifically refer Mortgage as a first priority Lien on the real property reflected in such Mortgage, (C) with respect to an earlier date, any Lease Project to be included in which case they shall be true and correct as of such earlier date; (B) on and the Borrowing Base as of the Closing Date, no Default exists, each Assignment of Leases in the place or would result from places required by applicable law to perfect the making Liens of the Loans hereunder; Agent in the Collateral reflected in such Assignment of Leases, (D) with respect to any Mortgage Project to be included in the Borrowing Base as of the Closing Date, each Assignment Agreement in the place or places required by applicable law to perfect the Liens of the Agent in the Collateral reflected in such Assignment Agreement, and (CE) all consentssuch other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require; (xv) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; and (xvi) such other documents, licenses instruments, certificates and approvals required opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party consummation of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effecttransactions contemplated hereby; (viib) In the Administrative good faith judgment of the Agent and the Lenders: (i) there shall not have received occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning HCN and its Subsidiaries delivered to the Agent prior to the Closing Date that has had or could reasonably be expected to result in a Borrowing/Election Notice in accordance with the requirements hereofMaterial Adverse Effect; (viiiii) evidence that a payment of $275,000,000 no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be made, pending or shall have been made, threatened which could reasonably be likely to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreementresult in a Material Adverse Effect; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Credit Parties shall have provided the documentation received all approvals, consents and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Actwaivers, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid made or given all reasonable feesnecessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, charges and disbursements conflict with or violation of counsel (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality which any of the provisions Credit Parties is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and notices the last paragraph receipt, making or giving of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to which will not have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Material Adverse Effect; and

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any additional Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Note, the initial Facility Guaranties, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Lender and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsel to the Xxnder, substxxxxxlly in favor the forms of each Lender requesting NotesEXHIBIT E; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (v) the charter documents or other appropriate organizational documents of each Credit Party certified as of a recent date by the Secretary or Assistant Secretary of the Borrowers; (vi) the bylaws or other appropriate governing documents of each Credit Party certified as of the Closing Date as true and certifications correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each Credit Party as to the due existence and good standing of each Credit Party; (viii) notice of appointment of the initial Authorized Representative(s); (ix) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in SECTIONS 9.1(A) through 9.1(D) as of the most recently ended fiscal quarter period, substantially in the form of EXHIBIT F; (x) an initial Borrowing Notice, if any, and, if elected by the Borrowers, Interest Rate Selection Notice; (xi) certificates representing 65% of the Voting Stock of Material Direct Foreign Subsidiaries together with stock powers; (xii) evidence that all fees payable by the Borrowers on the Closing Date to the Lender have been paid in full; (xiii) such other documents, instruments, certificates and opinions as the Administrative Agent Lender may reasonably require request on or prior to evidence that each the Closing Date in connection with the consummation of the Company and transactions contemplated hereby; and (b) In the Borrower is duly organized good faith judgment of the Lender: (i) there shall not have occurred or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except become known to the extent Lender any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent and its Subsidiaries delivered to the Lender prior to the Closing Date that failure to be so qualified has had or could not reasonably be expected to have result in a Material Adverse Effect; (vii) written opinions of the Chief Legal Officer of the Borrowerno litigation, of the Company’s Dutch counselaction, and of the Borrower’s outside counselssuit, addressed investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to the Administrative Agent and the Lenders, result in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation Parent and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent its Subsidiaries shall have received notice from such Lender prior all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the proposed Closing Date specifying its objection theretotransactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrowers or any Subsidiary is a party or by which any of them or their properties is bound.

Conditions of Initial Advance. The obligation obligations of each the Lenders to make the initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of the Swing Line Lender to make its Loans on the Closing Date hereunder is any Swing Line Loan, are subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Guaranty, the Security Instruments and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Sxxxx Hxxxx Mulliss & Mxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit L-1 hereto; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized Loan Parties certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers of each of the Loan Parties executing the Loan Documents on behalf of such representations and warranties specifically refer to an earlier datePerson, in which case they shall be true and correct certified by the secretary or assistant secretary of such Person; (v) the Organizational Documents of each of the Loan Parties other than Immaterial Subsidiaries certified as of such earlier date; a recent date by the Secretary of State of its state of organization; (Bvi) on and the Operating Documents of each of the Loan Parties certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereof; (viii) evidence that a payment respective jurisdictions of $275,000,000 shall be made, or shall have been made, formation of each of the Loan Parties other than Immaterial Subsidiaries as to the outstanding principal amount due existence and good standing of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Person or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulationsequivalent, including the Actif any, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.foreign jurisdictions;

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any additional Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Note, the initial Facility Guaranties, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, addressed to the Lender and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Lender, substantially in favor the form of each Lender requesting NotesEXHIBIT F; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such representations and warranties specifically refer to an earlier dateCredit Party, in which case they shall be true and correct certified by the secretary or assistant secretary of such Credit Party; (v) the charter documents of each Credit Party certified as of such earlier date; a recent date by the Secretary or Assistant Secretary of the Borrower; (Bvi) on and the bylaws of each Credit Party certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretaries of State of the requirements hereofrespective jurisdictions of formation of each Credit Party as to the due existence and good standing of each Credit Party; (viii) notice of appointment of the initial Authorized Representative(s); (ix) certificate of an Authorized Representative dated the Closing Date demonstrating compliance with the financial covenants contained in SECTIONS 8.1(A) through 8.1(D) as of the most recently ended fiscal quarter period, substantially in the form of EXHIBIT G; (x) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that a payment of $275,000,000 shall be made, or shall all fees payable by the Borrower on the Closing Date to the Lender have been madepaid in full; (xii) such other documents, instruments, certificates and opinions as the Lender may reasonably request on or prior to the outstanding principal amount Closing Date in connection with the consummation of loans under the Existing 2012 Term Loan Credit Agreementtransactions contemplated hereby; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before In the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality good faith judgment of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Lender:

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of This Agreement shall not become effective until the following conditions precedentprecedent have been satisfied in the sole judgment of the Agent: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Borrower dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit H; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity board of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties directors of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation certified by its secretary or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by the extent that such representations Borrower, and warranties specifically refer to an earlier dateauthorizing the execution and delivery and performance thereof; (iv) specimen signatures of officers of the Borrower executing the Loan Documents on behalf of the Borrower, in which case they shall be true and correct certified by the secretary or assistant secretary of the Borrower; (v) the charter documents of the Borrower certified as of such earlier date; a recent date by the Secretary of State of its state of organization; (Bvi) on and the bylaws of the Borrower certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) certificates issued as of a recent date by the Administrative Agent shall have received a Borrowing/Election Notice in accordance with Secretary of State of the requirements hereofjurisdiction of formation of the Borrower as to the valid existence and good standing of the Borrower; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to repayment of all Indebtedness owing by the outstanding principal amount of loans Borrower under the Existing 2012 Term Loan Credit Agreement and termination of the Existing Credit Agreement; and; (ix) such other assurances, certificates, documents, consents or opinions as notice of appointment of the Administrative Agent or the Required Lenders reasonably may require.initial Authorized Representative(s); (bx) Any evidence of all insurance required by the Loan Documents; (xi) evidence that all fees required to be paid payable by the Borrower on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have been paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.full;

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans the initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to the conditions precedent that: (a) the Agent shall have received on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingDate, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lenders: following: (i) fully executed counterparts originals of each of this Agreement and Agreement, the Subsidiary Notes, the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Security Instruments and the other Loan Documents to which such Loan Party is a party; Documents, together with all schedules and exhibits thereto; (ivii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company Borrower has, concurrently with the Advance to be made on the Closing Date, issued the Subordinated Debt and the Borrower is duly organized or formedPreferred Stock, is validly existingthe terms and conditions of all of which, including the Subordinated Debt Documents, must be satisfactory in good standing form and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except substance to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders; (iii) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties dated the Closing Date, including counsel in each jurisdiction in which any Collateral may be located, special U.S. intellectual property counsel as to issues related to Collateral, all addressed to the Agent and the Lenders and satisfactory to Smith Helms Mulliss & Moore, L.L.P., xxxxial counsel to the Agent, substantially in the forms attached hereto as form of Exhibit G-1 G; (for US opinionsiv) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer resolutions of the Company certifying that boards of directors or other appropriate governing body (A) the representations and warranties or of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation appropriate committee thereof) of each Credit Party certified by its secretary or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (v) specimen signatures of officers of each Credit Party executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (vi) the Organizational Documents of each Credit Party certified as of a recent date, as acceptable to the extent that such representations and warranties specifically refer to an earlier dateAgent, in which case they shall be true and correct as by the Secretary of such earlier dateState of their respective states of organization; (Bvii) on and the Operating Documents of each Credit Party certified as of the Closing Date, no Default exists, Date as true and correct by its secretary or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effectassistant secretary; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the initial Facility Guaranties, the Security Instruments, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to (x) the Loan Documents and the transactions contemplated thereby of counsel to the Credit Parties (other K&W Group, Ltd.) dated the Closing Date, (y) the filing of documents with the Federal Aviation Authority and the existence of Liens with the Federal Aviation Authority, in favor each case addressed to the Lender and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsxx xx the Lender, subsxxxxxally in the form of each Lender requesting NotesEXHIBITS D-1 and D-2; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that specimen signatures of officers of each of the Company Loan Parties executing the Loan Documents on behalf of such Credit Party, certified by the secretary or assistant secretary of such Credit Party; (v) the charter documents of each of the Loan Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) the bylaws of each of the Loan Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Loan Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Loan Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinionsinitial Authorized Representative(s), respectively; (vix) a certificate signed Omitted intentionally. (xi) evidence of all insurance required by a Responsible Officer the Loan Documents; (xii) an initial Borrowing Notice, if any. (xiii) evidence of the Company certifying that filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the Liens of the Lender under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Lender under the Security Instruments as a first priority Lien in and to such other Collateral as the Lender may require, including without limitation: (Ai) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except delivery by each Credit Party, to the extent applicable, of all stock certificates evidencing Pledged Stock and certificates, if any, evidencing ownership of Partnership Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; and (ii) the delivery by the Borrower and Pan Am of evidence that such representation or warranty is qualified all material filings have been made with the Federal Aviation Administration and the Department of Transportation. (xiv) with respect to the property described in the Mortgage appraisal, phase I environmental assessment, boundary/as-built survey; (xv) evidence that all fees payable by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) the Borrower on and as of the Closing Date, except Date to the extent that Lender have been paid in full; (xvi) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lender; (xvii) the Merger Agreement; (xviii) the Subscription Agreements by and among Pan Am and certain investors; (xix) a Borrowing Base Certificate; (xx) receipt and approval of a letter from Price Waterhouse LLP stating the Individual Guarantor's net worth; (xxi) such representations other documents, instruments, certificates and warranties specifically refer opinions as the Lender may reasonably request on or prior to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required Date in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party consummation of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreementtransactions contemplated hereby; and (ixb) such other assurances, certificates, documents, consents or opinions as In the Administrative Agent or good faith judgment of the Required Lenders reasonably may require.Lender: (bi) Any fees required there shall not have occurred or become known to be paid on the Lender any event, condition, situation or before status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Credit Parties delivered to the Lender prior to the Closing Date shall have been paid.that has had or could reasonably be expected to result in a Material Adverse Effect; (cii) The except as set forth on SCHEDULE 7.10, no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Material Adverse Effect; (iii) the Loan Parties shall have provided the documentation received all approvals, consents and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Actwaivers, and requested shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Loan Parties is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and notices the Administrative Agent receipt, making or any Lender, at least five Business Days prior to the Closing Dategiving of which will not have a Material Adverse Effect; and. (div) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel due diligence with respect to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Borrower and each Guarantor has been completed in scope and determination satisfactory to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Conditions of Initial Advance. The obligation of each Lender the Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, the Line of Credit Facility or the Competitive Bid Facility, and of the Issuing Bank to issue the initial Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement, the Notes, the LC Account Agreement and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of counsel to the Borrower dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in favor the form of each Lender requesting NotesExhibit L; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and board of directors of the Borrower certified by its secretary or assistant secretary as of the Administrative Agent may require evidencing Closing Date, approving and adopting the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partybe executed by the Borrower, and authorizing the execution and delivery and performance thereof; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each specimen signatures of officers of the Company and Borrower executing the Loan Documents on behalf of the Borrower, certified by the secretary or assistant secretary of the Borrower; (v) the charter documents of the Borrower is duly organized certified as of a recent date by the Secretary of State of its state of organization; (vi) the bylaws of the Borrower certified as of the Closing Date as true and correct by its secretary or formed, is validly existing, in assistant secretary; (vii) certificates issued as of a recent date by the Secretary of State of the jurisdiction of formation of the Borrower as to the valid existence and good standing and qualified of the Borrower; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of the Borrower as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal Officer initial Authorized Representative(s); (x) evidence of all insurance required by the Loan Documents; (xi) a certificate in the form of Exhibit M completed as of December 31, 1995; (xii) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xiii) evidence that all fees payable by the Borrower on the Closing Date to the Agent and the Lenders have been paid in full; and (xiv) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date in connection with the consummation of the Company’s Dutch counsel, and transactions contemplated hereby; and (b) In the good faith judgment of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Agent or the Lenders any event, condition, situation or status since the date of the information contained in substantially the forms attached hereto as Exhibit G-1 (for US opinions) financial and Exhibit G-2 (for foreign opinions)business projections, respectivelybudgets, pro forma data and forecasts concerning the Borrower and its Consolidated Entities delivered to the Agent prior to the Closing Date that has had or could reasonably be expected to result in a Material Adverse Effect; (viii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Loan Parties shall have provided the documentation Borrower and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent its Consolidated Entities shall have received notice from all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Borrower or any Consolidated Entity is a party or by which any of them or their properties is bound, except for such Lender prior to approvals, consents, waivers, filings and notices the proposed Closing Date specifying its objection theretoreceipt, making or giving of which will not have a Material Adverse Effect.

Conditions of Initial Advance. The obligation of each Lender the Bank to make its Loans on the Closing Date initial Advance hereunder is shall be subject to the satisfaction by the Borrower of the following conditions precedent, in addition to the applicable conditions precedent set forth in Section 6.2 below: (a) The Administrative Agent’s receipt Bank shall have received all of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Bank, each duly executed and each certified or dated the date of the Lendersinitial Loan or such other date as is satisfactory to the Bank: (i) executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the CompanyThe Note; (ii) Notes executed by the Borrower in favor of each Lender requesting NotesThe Guaranties; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyThe Intercreditor Agreement; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each A copy of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties corporate resolutions of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtainedDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (v) A copy of the corporate resolutions of the Guarantors authorizing the execution, delivery and performance of the Guaranty, certified by the Secretary or an Assistant Secretary of Guarantors; (vi) An incumbency certificate showing the names and titles, and such consentsbearing the signatures of, licenses the officers of the Borrower authorized to execute the Loan Documents and approvals are in full force and effectto request the Loan hereunder, certified by the Secretary or an Assistant Secretary of the Borrower; (vii) Incumbency certificates showing the Administrative Agent shall have received a Borrowing/Election Notice in accordance with names and titles, and bearing the requirements hereofsignatures of, the officers of the Guarantors authorized to execute the Guaranty, certified by the Secretary or an Assistant Secretary of the Guarantors; (viii) evidence that a payment A status certificate for the Borrower and each Guarantor in the jurisdiction of $275,000,000 shall be madeits incorporation, certified by the appropriate governmental officials; (ix) Copies of the Articles or shall have been madeCertificate of Incorporation and the ByLaws of the Borrower and each Guarantor with all amendments thereto, to certified by the outstanding principal amount Secretary or an Assistant Secretary of loans under the Existing 2012 Term Loan Credit AgreementBorrower; and (ixx) such other assurancesAn opinion of counsel to the Borrower, certificatesaddressed to the Bank, documents, consents or opinions as in substantially the Administrative Agent or the Required Lenders reasonably may require.form of Exhibit D. (b) Any fees required to be paid on or before the Closing Date The Borrower shall have been paidpaid to the Bank in immediately available funds a closing fee in the amount of One Hundred Twelve Thousand Five Hundred Dollars ($112,500). (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality Payment of the provisions expenses of the last paragraph of Bank as provided in Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto11.4 hereof.

Conditions of Initial Advance. The obligation of each Lender the ----------------------------- Lenders to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility, and of the Issuing Bank to issue any Letter of Credit, is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lenders, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Notes, the initial Facility Guaranties, the initial Security Documents, and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Credit Parties (including special indenture counsel) in favor the jurisdictions of each Lender requesting Notes;North Carolina, South Carolina, New York and Mexico, dated the Closing Date, addressed to the Agent and the Lenders and satisfactory to Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., special counsel to the Agent, substantially in the form of Exhibit G; --------- (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act Credit Party certified by its secretary or assistant secretary as a Responsible Officer in connection with this Agreement of the Closing Date, approving and adopting the other Loan Documents to which be executed by such Loan Party is a partyPerson, and authorizing the execution and delivery thereof; (iv) such documents and certifications as specimen signatures of officers or other appropriate representatives executing the Administrative Agent may reasonably require to evidence that Loan Documents on behalf of each of the Company Credit Parties, certified by the secretary or assistant secretary of such Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificates issued as of a recent date by the Borrower is duly organized or formed, is validly existing, in Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing and qualified of such Person; (viii) appropriate certificates of qualification to engage do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in business in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction where its ownership, lease or operation of properties or in which the conduct of its business requires such qualification, except to the extent that failure to be qualified to do business or authorized so qualified to conduct business could not reasonably be expected to have a Material Adverse Effect; (vix) written opinions notice of appointment of the Chief Legal initial Authorized Representative(s); (x) a Compliance Certificate as of the end of the fiscal ` quarter most recently ended prior to the Closing Date; (xi) evidence of all insurance required by the Loan Documents; (xii) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xiii) evidence of the filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the General Liens of the General Collateral Agent under the General Security Instruments and the Priority Liens of the Priority Collateral Agent under the Priority Security Instruments and the Lien of the Agent in the Senior Leased Facility, as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the General Liens of the General Collateral Agent under the General Security Instruments and the Priority Liens of the Priority Collateral Agent under the Priority Security Instruments and the Lien of the Agent in the Senior Leased Facility, as the Agent, General Collateral Agent or Priority Collateral Agent may require, including without limitation the delivery by the Borrower of all certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; (xiv) evidence satisfactory to the Agent of the payment in full and termination of the Existing Credit Agreement; (xv) executed originals of the Collateral Agency Agreements and the Senior Debt Intercreditor Agreement; (xvi) executed originals of the Securitization Intercreditor Agreement and the Leased Facility Intercreditor Agreement; (xvii) copies of the Senior Indenture, the Senior Note Agreement, the Xxxxxx Swap Agreement, the Receivables Transfer Agreement, the Receivables Purchase Agreement and the Senior Lease Documents, together with all material agreements executed in connection therewith, and amendments of the Senior Note Agreement, the Senior Lease Documents, the Receivables Transfer Agreement and the Receivables Purchase Agreement each in form and substance acceptable to the Lenders, certified as true and correct by an Authorized Officer of the Borrower; (xviii) evidence that all fees payable by the Borrower on the Closing Date to the Agent, BAS and the Lenders have been paid in full; (xix) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xx) the consolidated financial statements of the Company’s Dutch counselBorrower and its Subsidiaries for the fiscal years ended 1996, 1997 and 1998, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP and such other financial information as the Borrower’s outside counselsAgent may request, addressed all in form and substance acceptable to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vixxi) a certificate signed information as may be requested by a Responsible Officer of the Company certifying that Agent regarding litigation, tax, accounting, labor, insurance, pension liabilities (A) the representations actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and warranties management of the Borrower contained and its Subsidiaries, which information shall include, if requested by the Agent, (a) asset appraisal reports with respect to all of the material real and personal property owned by the Borrower and its Subsidiaries, and (b) a written audit of the accounts receivable not sold to Cone Receivables II LLC, inventory, payables, controls and systems of the Borrower and its Subsidiaries, all in Article V are true form and correct substance acceptable to the Agent and the Lenders; (xxii) information confirming that the Borrower's and its Subsidiaries' material computer applications and those of its key vendors and customers adequately address the Year 2000 Problem in all material respects (except respects, all in form and substance acceptable to the extent that such representation or warranty is qualified Agent and the Lenders; (xxiii) delivery of Material Real Property Support Documents as may be required by reference any Governmental Authority in connection with the delivery of any Mortgage; (xxiv) executed officer's certificate by the chief financial officer of the Borrower as to materiality or Material Adverse Effect, in which case it shall be true and correct in all respectscompliance with Section 3.9(i) on and of the Indenture; (xxv) the projected Borrowing Base as of the Closing Date, except acceptable to the extent that such representations Lenders in form and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; substance; (Bxxvi) on and as thirteen week consolidated cash flow projections of the Borrower and its Subsidiaries commencing with the week starting January 17, 2000, acceptable to the Lenders in form and substance; (xxvii) such other documents, instruments, certificates and opinions as the Agent or any Lender may reasonably request on or prior to the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required Date in connection with the execution, delivery and performance by such Loan Party consummation of the transactions contemplated hereby; and (b) In the good faith judgment of the Agent and the validity against Lenders: (i) except as otherwise disclosed in public filings made with the Securities and Exchange Commission or disclosed in the financial projections delivered to the Agent by the Borrower dated October, 1999 (the "October Projections"), or as disclosed to the Lenders with respect to a certain customer's payment practices, there shall not have occurred a material adverse change since January 3, 1999 in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or in the facts and information regarding such Loan Party of entities as represented to date other than as reflected in the October Projections; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority which could reasonably be likely to result in a Material Adverse Effect; (iii) the Credit Parties shall have received all governmental, shareholder and third party approvals, consents and waivers necessary or advisable in connection with the Loan Documents to and the transactions contemplated thereby, all of which it is a party have been obtained, and such consents, licenses and approvals are shall be in full force and effect, and shall have made or given all necessary filings and notices as shall be required, and all applicable waiting periods shall have expired, to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Credit Parties is a party or by which any of them or their properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which will not have a Material Adverse Effect; (viiiv) each of the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans lenders under the Existing 2012 Term Loan Credit Agreement is a Lender party hereto with a Revolving Credit Commitment hereunder of not less than its equivalent commitment under the Existing Credit Agreement; and (ixv) such each of the Lenders is satisfied with (a) the form and content of all agreements relating to other assurancesIndebtedness of the Borrower and its Subsidiaries, certificatesincluding the Intercreditor Agreements, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. corporate capital and ownership structure of the Borrower and its Subsidiaries (including articles of incorporation, bylaws and management of the Borrower and its Subsidiaries) and (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid status of all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality litigation of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying Borrower and its objection theretoSubsidiaries.

Conditions of Initial Advance. The obligation of each Lender to make its Loans on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) : The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) : executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) ; Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) ; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) ; such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) ; written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) ; a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) on and as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses 58 90287928_3 and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (vii) ; the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereof; (viii) ; evidence that a payment of $275,000,000 shall be made, or shall have been made, to the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) and such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) . Any fees required to be paid on or before the Closing Date shall have been paid. (c) . The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulations, including the Act, and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) . Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Advance. The obligation of each the Lender to make its Loans on the Closing Date hereunder initial Advance under the Revolving Credit Facility is subject to satisfaction of the following conditions precedentprecedent that: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before have received on the Closing Date) and each , in form and substance satisfactory to the Administrative Agent and each of Lender, the Lendersfollowing: (i) executed counterparts originals of each of this Agreement Agreement, the Note, the initial Facility Guaranties, and the Subsidiary Guarantyother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender together with all schedules and the Companyexhibits thereto; (ii) Notes executed by the Borrower favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of special counsel to the Credit Parties dated the Closing Date, addressed to the Lender and satisfactory to Smith Helms Mulliss & Moore, L.L.P., special counsxx xx xxx Xender, subsxxxxxally in favor the form of each Lender requesting NotesExhibit C; (iii) such certificates resolutions of resolutions the boards of directors or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate governing body (or of the Company and the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity appropriate committee thereof) of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Company and the Borrower is duly organized certified by its secretary or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (v) written opinions of the Chief Legal Officer of the Borrower, of the Company’s Dutch counsel, and of the Borrower’s outside counsels, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit G-1 (for US opinions) and Exhibit G-2 (for foreign opinions), respectively; (vi) a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and assistant secretary as of the Closing Date, except approving and adopting the Loan Documents to be executed by such Person, and authorizing the extent that execution and delivery thereof; (iv) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of each of the Credit Parties, certified by the secretary or assistant secretary of such representations and warranties specifically refer to an earlier date, in which case they shall be Credit Party; (v) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (vi) Operating Documents of each of the Credit Parties certified as of the Closing Date as true and correct by its secretary or assistant secretary; (vii) certificate issued as of such earlier date; a recent date by the Secretary of State of the jurisdiction of formation of the Borrower as to the due existence and good standing of the Borrower; (Bviii) on and appropriate certificates of qualification to do business, good standing and, where appropriate, authority to conduct business under assumed name, issued in respect of the Borrower as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business could have a Materially Adverse Effect; (ix) notice of appointment of the initial Authorized Representative(s); (x) an initial Borrowing Notice, if any, and, if elected by the Borrower, Interest Rate Selection Notice; (xi) evidence that all notices required to be given to terminate the Bridge Credit Agreement in accordance with its terms have been delivered; (xii) evidence of repayment of all amounts due under the Bridge Credit Agreement as of the Closing Date, no Default exists, or would result from the making of the Loans hereunder; and (C) all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals are in full force and effect; (viixiii) evidence of termination of the Administrative Agent shall have received a Borrowing/Election Notice in accordance with the requirements hereofBridge Credit Agreement; (viiixiv) evidence that a payment of $275,000,000 shall be made, or shall have been made, to all fees payable by the outstanding principal amount of loans under the Existing 2012 Term Loan Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid Borrower on or before the Closing Date shall (including the upfront fee) to the Lender have been paid. (c) The Loan Parties shall have provided the documentation and other information to the Administrative Agent and the Lenders that are required under applicable “know-your-customer” rules and regulationspaid in full, including the Act, due diligence expenses of the Lender and requested by the Administrative Agent or any Lender, at least five Business Days prior to the Closing Date. (d) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges fees and disbursements expenses of counsel to for the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender to the extent invoiced prior to or on the Closing Date. Without limiting the generality Date (which may include amounts constituting reasonable estimates of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted such fees and expenses incurred or to be satisfied withincurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses); (xv) a certificate of the chief financial officer of the Borrower as to the matters described in Section 6.1(b); and (xvi) such other documents, each document instruments, certificates and opinions as the Lender may reasonably request on or other matter required thereunder prior to be consented the Closing Date in connection with the consummation of the transactions contemplated hereby; and (b) In the good faith judgment of the Lender: (i) there shall not have occurred or become known to the Lender any event, condition, situation or approved by or acceptable or satisfactory status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries delivered to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretothat has had or could reasonably be expected to result in a Materially Adverse Effect; (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be likely to result in a Materially Adverse Effect; and (iii) the Credit Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which any of the Credit Parties is a party or by which any of them or their properties is bound.