Common use of Conditions to Initial Credit Extensions Clause in Contracts

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension 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 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. (b) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii), but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension 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 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the The Administrative Agent shall have received a Borrowing Base Certificate with respect dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. (b) Holdings shall have received the Equity Contribution and Contribution, the Other Equity and the Mezzanine Facility in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii), but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of (A) On the following conditions precedentClosing Date: (a) The Administrative Agent’s receipt Agent shall have received, on behalf of itself, the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officialsLenders, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: customary written opinion of (i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx Xxxxx & Xxxxxxxx Lardner LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, (ii) Xxxxxxx Xxxx & Xxxxxxx, special Cayman Islands counsel for the Loan Parties and (iii) Xxxxx & Xxxxxx, as special Nevada counsel for the Loan Parties, in each case, (A) dated the Closing Date and (B) addressed to each the Administrative Agent and each Lender, as the Lenders. (b) There shall have been delivered to the matters set forth in Exhibit K-2;Administrative Agent an executed counterpart of each of the Loan Documents. (ixc) The Administrative Agent shall have received a customary solvency certificate in the form of Exhibit H from the Chief Financial Officer chief financial officer of Holdings, the U.S. Borrower certifying that Holdings the U.S. Borrower and each of its Subsidiaries, on a consolidated basis after giving effect to the Transaction Closing Date Transactions and the other transactions contemplated herebythereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. (b) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there Administrative Agent shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: received (i) changes in general economica copy of the certificate or articles of incorporation or certificate of formation, financial market as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or business conditionsequivalent of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or a comparable government official, as applicable); (ii) general changes or developments in any a certificate of the industries Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or other operating agreement, as applicable, of such Loan Party as in which effect on the Company or any Closing Date and at all times since a date prior to the date of its Subsidiaries operatethe resolutions described in clause (B) below, (iiiB) that attached thereto is a true and complete copy of resolutions duly adopted by the announcement board of directors or members, as applicable, of such Loan Party authorizing the Acquisition Agreement and the transactions contemplated herebyexecution, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement delivery and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no Loan Documents to which such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of person is a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , exceptparty and, in the case of clauses (i)the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (ii)C) that the certificate or articles of incorporation, (v) certificate of formation or other constitutional documentation, as applicable, of such Loan Party, and (vi) above, to the extent that any all such event, change, effect or circumstance has a disproportionate and adverse amendments thereto as in effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including have not been amended since the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds date of the initial funding under the Revolving Credit Facility. last amendment thereto as certified in accordance with clause (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest above, and (subject to Permitted LiensD) in the Collateral shall have been taken, in each case, as to the extent such Collateral (including the creation incumbency and specimen signature of each officer executing any Loan Document or perfection of any security interest) is required to be provided other document delivered in connection herewith on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach behalf of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23Loan Party; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) a certificate of another officer as to the pledge incumbency and perfection of security interests in the capital stock specimen signature of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by Secretary or Assistant Secretary executing the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii), but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent certificate pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrowerclause (ii) above.

Conditions to Initial Credit Extensions. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension 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 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower or Holdings, each dated as of the Closing Initial Funding Date (or, in the case of certificates of governmental officials, a recent date before the Closing Initial Funding Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) an executed counterparts counterpart of this Agreement and a Guaranty from each Guarantor, as applicablethe Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a NoteNote at least two Business Days prior to the Initial Funding Date; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing extent reasonably requested by the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statementsAgent, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates (including specimen signatures) and/or other certificates of Responsible Officers the secretary or assistant secretary of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is execution of the Guaranty or a party or is to be a partyNote; (viiv) a fully executed copy of the unanimous written consent of the board of directors of the Borrower provided to the Agent on the Closing Date; (v) to the extent reasonably requested by the Agent, such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors Loan Party is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownershipof organization; (vi) a favorable opinion of (I) Skadden, lease or operation of properties or the conduct of its business requires such qualificationArps, except Slate, Mxxxxxx & Fxxx LLP, as legal counsel to the extent that failure Loan Parties and (II) General Counsel to be so qualified could not the Loan Parties addressed to the Agent and each Lender, with respect to Holdings, the Guaranty and any other customary matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably be expected to have a Material Adverse Effectrequest; (vii) an opinion a certificate of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. Borrower either (bA) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition attaching copies of the “Transaction”all documents evidencing other necessary actions, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly approval or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only consents with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities Loan Documents and the Mezzanine Facility funded on the Closing Date and Restructuring Transaction or (iiB) the Equity Contribution and the Other Equitystating that no such actions, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly approvals or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do consents are so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii), but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.required; and

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension 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 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational OrganizationalOrganization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 forty-five (45) days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-four (4) quarter period ending on the last day of the most recently completed four-four (4) fiscal quarter period ended at least 90 ninety (90) days prior to the Closing Date (if such period is a fiscal year end) or at least 45 forty-five (45) days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower.. ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ (b) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility Facility3 to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities senior credit facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders). (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole); provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, ​ 3 As defined in this Agreement prior to giving effect to the Fourth Amendment. ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 five (5) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million 185,000,000 and (ii) when taken together with all common equity rolled over or directly or ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million 10,000,000 of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii)Date, but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension 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 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and a Guaranty from each Guarantor, as applicable; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem ​ reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Organization Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 forty-five (45) days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-four (4) quarter period ending on the last day of the most recently completed four-four (4) fiscal quarter period ended at least 90 ninety (90) days prior to the Closing Date (if such period is a fiscal year end) or at least 45 forty-five (45) days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the ​ case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. (b) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility Facility32 to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, Facility,3 the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities senior credit facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders). (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole); provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general ​ 32 As defined in this Agreement prior to giving effect to the Fourth Amendment. changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) ), except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 five (5) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent ​ that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million 185,000,000 and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities Facilities4 and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million 10,000,000 of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock stockEquity Interests of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documents, such earlier date as set forth in Section 6.14(b)(iii)Date, but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.. ​ ​ ​

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension 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 facsimiles electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel:): (i) executed counterparts of this (A) thisthe Restatement Agreement and a Guaranty from each GuarantorLoan Party and each Lender, and (B) the Pledge Agreement fromin each Loan Partycase as applicableof the Closing Date; (ii) a Note executed by the Borrower in favor of each Lender requesting a NoteNote at least three (3) Business Days before the Closing Date; (iii) a Perfection Certificate, in substantially the Security Agreementform of Exhibit I, duly executed by each of the Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements)Parties[reserved]; (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 is a party or is to be a partyparty (or a certification that such Responsible Officers have not changed since the Original Closing Date); (viv) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors Loan Party is validly existing, in good standing and qualified to engage in business in each such Loan Party’s jurisdiction where its ownership, lease of organization 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; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lenderformation, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ix) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed by a Responsible Officer of the Borrower. (b) Holdings shall have received the Equity Contribution and the Other Equity in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On the Closing Date, after giving effect to the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation of the foregoing, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date (or, in the case of Flood Documentsthe Organization Documents of any Loan Party, a certification that such earlier date as Organization Documents have not been amended since the Original Closing Date); (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) (other than with respect to (1) the representation set forth in Section 6.14(b)(iii)5.18 and (2) the representations set forth in any Loan Document dated the Closing Date) and Section 4.02(b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, but may instead be provided within ninety either individually or in the aggregate, a Material Adverse Effect; and (90vii) days after a certificate attesting to the Solvency of the Borrower and its Subsidiaries, taken as a whole, giving effect to the Transactions (as defined in the Solvency Certificate attached hereto as Exhibit N) and the Borrowings hereunder as if they occurred on the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and from the Borrower.’s chief financial officer, substantially in the form of Exhibit N.

Conditions to Initial Credit Extensions. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of 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 reasonably satisfactory to the Administrative Agent and its legal counsel:): (i) executed counterparts of (A) this Agreement and a Guaranty from each GuarantorLoan Party and each Lender, as applicableand (B) the Pledge Agreement from each Loan Party; (ii) a Note executed by the Borrower in favor of each Lender requesting a NoteNote at least three (3) Business Days before the Closing Date; (iii) a Perfection Certificate, in substantially the Security Agreementform of Exhibit I, duly executed by each of the Loan Party, together with (subject to the last paragraph of this Section 4.01): (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements)Parties; (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 is a party or is to be a party; (viv) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors Loan Party is validly existing, in good standing and qualified to engage in business in each such Loan Party's jurisdiction where its ownershipof organization or formation, 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 Effectas applicable; (vii) an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-1; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit K-2; (ixvi) a customary certificate from the Chief Financial Officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transaction and the other transactions contemplated hereby, are Solvent; (x) (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each interim quarterly period subsequent to January 29, 2011 ended at least 45 days before the Closing Date, and (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the four-quarter period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if such period is a fiscal year end) or at least 45 days prior to the Closing Date (if such period is a fiscal quarter end), prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and (xii) the Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 30, 2011, and executed signed by a Responsible Officer of the Borrower. Borrower certifying (bA) Holdings shall have received that the Equity Contribution conditions specified in Section 4.02(a) (other than with respect to (1) the representation set forth in Section 5.18 and (2) the Other Equity representations set forth in the manner described in the definition of the “Transaction”, and shall have contributed the proceeds of the Equity Contribution and the Mezzanine Facility to the Borrower. The Sponsor shall hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. (c) On any Loan Document dated the Closing Date, after giving effect to ) and Section 4.02(b) have been satisfied and (B) that there has been no event or circumstance since the Refinancing, neither Holdings, the Borrower nor any of its Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Revolving Credit Facility, the Term Loan Facility, the Mezzanine Facility, certain real estate financings, capital leases and other Indebtedness set forth in Schedule 7.03 (collectively, the “Permitted Surviving Debt”) (and, not in limitation date of the foregoingAudited Financial Statements that has had or could be reasonably expected to have, concurrently with the initial funding of the Revolving Credit Facility, all Indebtedness under the Loan and Security Agreement, dated as of May 12, 2005, as amended (the “Existing Credit Agreement”), will be refinanced, terminated or discharged and satisfied (the “Refinancing”) shall have been repaid, all guarantees thereof shall have been terminated and all Liens in connection therewith shall have been released). (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Senior Credit Facilities and the issuance of notes under the Mezzanine Facility, without giving effect to any amendments thereto or waivers thereof that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Lender, such consent not to be unreasonably withheld or delayed (it being understood and agreed that any change in the definition of “Material Adverse Effect” shall be deemed to be a modification which is materially adverse to the Lenders. (e) Since January 29, 2011, there shall have not occurred any “Closing Material Adverse Effect” (defined as any event, change, effect or circumstance that, either individually or in the aggregate, is or would reasonably be likely to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided that no event, change, effect or circumstance resulting from any of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial market or business conditions, (ii) general changes or developments in any of the industries in which the Company or any of its Subsidiaries operate, (iii) the announcement of the Acquisition Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its Subsidiaries relating to or arising out of the announcement and performance of the Acquisition Agreement or the identity of Parent or its Affiliates, (iv) any action or omission taken at the written request of Purchaser and with the consent of the Lenders (it being understood that no such consent shall be required in connection with actions taken pursuant to the express requirements of the Acquisition Agreement), (v) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof after the date hereof, (vi) global, national or regional political conditions, including any outbreak or escalation of hostilities or war (whether or not declared), sabotage, military actions or any act of terrorism or any earthquakes, floods, natural disasters or other acts of nature, ; and (vii) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) or (viii) any negative change in the credit rating of the Company or any of its Subsidiaries or Purchaser or any of its Affiliates, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect) , except, in the case of clauses (i), (ii), (v) and (vi) above, certificate attesting to the extent that any such event, change, effect or circumstance has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industry in which the Company and its Subsidiaries operate. The capitalized terms used in this definition (other than Acquisition Agreement) shall have the meanings set forth in the Acquisition Agreement. (f) The Closing Date shall have occurred on or before November 15, 2011. (g) The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Revolving Credit Facility. (i) All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to Permitted Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (j) The condition in Section 7.01(a)(i) of the Acquisition Agreement (but only with respect to the representations that are material to the interests of the Lenders, and only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) shall have been satisfied. (k) The accuracy in all material respects of the representations and warranties made in Section 5.01(a) and (b)(ii), Section 5.02(a), 5.04, 5.13, 5.18, 5.21, and 5.23; provided, that to the extent any of the foregoing are qualified or subject to “Material Adverse Effect”, the definition thereof for purposes of this clause (k) shall be “Material Adverse Effect” as defined in the Merger Agreement. (l) Common equity contributions shall have been made in cash directly or indirectly to Holdings by the Sponsor (the “Equity Contribution”) (and Holdings will contribute such Equity Contribution to the Borrower) in an aggregate amount that (i) equals or exceeds $185 million and (ii) when taken together with all common equity rolled over or directly or indirectly invested in common equity of Holdings and all common equity of Holdings issued to, or otherwise directly or indirectly acquired by, any existing shareholders and management of the Company (collectively, the “Other Equity”), is not less than 50% of the sum of (i) the aggregate amount of the Senior Facilities and the Mezzanine Facility funded on the Closing Date and (ii) the Equity Contribution and the Other Equity, it being understood and agreed that the Other Equity shall include at least $10 million of common equity rolled over by the current Chief Executive Officer of the Company. The Sponsor will hold, directly or indirectly, a majority of the economic interests in the Company upon the closing of the Acquisition. Without limiting the generality of the provisions 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. Notwithstanding anything herein to the contrary, it is understood that, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of Collateral with respect to which a Lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, and (iii) the pledge and perfection of security interests in the capital stock Solvency of the Borrower and its material wholly-owned Domestic Subsidiaries with respect to which Subsidiaries, taken as a Lien may be perfected by the delivery of a stock certificate) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expensewhole, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent giving effect to the availability of Letters of Credit under the Revolving Credit Facility on the Closing Date Transactions (or, as defined in the case of Flood Documents, such earlier date Solvency Certificate attached hereto as set forth in Section 6.14(b)(iii), but may instead be provided within ninety (90Exhibit N) days after and the Borrowings hereunder as if they occurred on the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent pursuant to arrangements to be mutually agreed between the Administrative Agent and from the Borrower.'s chief financial officer, substantially in the form of Exhibit N.