Common use of Initial Advance Clause in Contracts

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance or issue the initial Facility Letter of Credit hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which the Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to which the Borrower is a partymake borrowings and request Facility Letters of Credit hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date or date of issuance of a Facility Letter of Credit (whichever occurs earlier) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lenderof the Lenders. (vii) A duly completed Compliance Certificate. (viii) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the --------------- initial Advance hereunder and this Agreement shall not become effective unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which the Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to which the Borrower is a partymake borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Agent and the Lenders in substantially the form of Exhibit A."E" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"G" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders, and (b) the following shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the BorrowerBorrower and the Guarantors, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of incorporationorganization. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the Guarantors, of its respective by-laws laws, regulations or operating agreement, as applicable, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower such Person is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which the Borrower such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Person. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (viv) Any Notes requested by a Lender pursuant to Section 2.13 2.16 payable to the order of each such requesting Lender. (vi) The Guaranty duly executed by the Guarantors. (vii) The Security Agreement duly executed by the Borrower and the Guarantors. (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as the Administrative Agent may request. (ix) Bailee agreements in form and substance satisfactory to the Administrative Agent and the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor. (x) An initial Borrowing Base Certificate and an initial Compliance Certificate. (xi) The results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against the Borrower and each Guarantor in (a) the office of the Secretary of State of such Person’s jurisdiction of organization and (b) each jurisdiction in which the Collateral (as defined in the Security Agreement) is located. (xii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixiii) The insurance certificate described in Section 5.205.21 and Section 4.3.2 of the Security Agreement. (ixxiv) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xv) Evidence of termination of that the Third Amended and Restated Credit Agreement dated as of July 30December 31, 1999 between 1997 among the Borrower Borrower, the lenders party thereto and Bank One (formerly known the agent named therein, as The First National Bank of Chicago) amended, shall have been terminated and repayment of all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full and liabilities payable in connection therewithall liens securing same shall have been released. (xxvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required obligation of the Bank to make the initial Advance hereunder unless the Borrower has furnished is subject to the Agent with sufficient copies for the Lendersfollowing condition precedents: (i) Copies the receipt on or before the day of such Advance all of the articles or following, each dated (unless otherwise indicated) the date hereof, in form and substance satisfactory to the Bank: (1) This Agreement and the Revolving Credit Note, each duly executed by the Borrower. (2) A certificate of incorporation of good standing for the Borrower, together with all amendmentsBorrower and each Restricted Subsidiary which is a corporation, and a certificate of good standingexistence for each Restricted Subsidiary which is a partnership, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation or organization, as the case may be. (ii3) Copies, Copies (x) certified by the Secretary or Assistant Secretary of the BorrowerBorrower and of each Restricted Subsidiary which is a corporation, respectively, of its articles of incorporation (together with all amendments thereto) and its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for the Bank) authorizing the execution of the Loan Documents to which such entity is a party and (u) certified by the Borrower Secretary or Assistant Secretary of the general partner of each Restricted Subsidiary which is a partnership of its partnership agreement and any partnership certificate or other significant governing document, and of any partnership actions authorizing the execution of the Loan Documents to which such entity is a party. (iii4) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and of each Restricted Subsidiary, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower such entity authorized to sign the Loan Documents to which the Borrower it is a partyparty and (in the case of the Borrower) to make borrowings hereunder, upon which certificate certificates the Agent and the Lenders Bank shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or by a Restricted Subsidiary, as the case may be. (iv5) A certificate, signed by the chief financial officer a Senior Financial Officer of the Borrower, stating that on the initial Borrowing Date borrowing date no Event of Default or Unmatured Potential Default has occurred and is continuing. (v) A written opinion continuing and demonstrating compliance, on and as of the Borrower's initial Borrowing Date, with the financial covenants set forth in paragraph (f) under the heading "COVENANTS" herein and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to with Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination 6.20 of the Amended and Restated First Chicago Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithAgreement. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies A certified copy of the articles or certificate Borrower's Agreement of incorporation Limited Partnership as in effect of the date of this Agreement and any certificates of limited partnership issued in connection therewith, together with all amendments thereto and a list of all general partners of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction Secretary or Assistant Secretary of incorporationthe Managing General Partner. (ii) CopiesA copy, certified by the Secretary or Assistant Secretary of the BorrowerManaging General Partner, of its by-laws and of its Board of Directorsany partners' resolutions (and resolutions of resolutions or actions of other bodies, if any other body authorizing are deemed necessary by counsel for the execution of the Loan Documents to which the Borrower is a party.Agent) authorizing (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerManaging General Partner, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower or the Managing General Partner authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed on behalf of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of the Managing General Partner, together with all amendments, and a certificate of existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of the Managing General Partner, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution of the Loan Documents and the performance of the obligations of the Borrower thereunder. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Managing General Partner, which shall identify by name and title and bear the signature of the officers of the Managing General Partner authorized to sign the Loan Documents. (vii) A certificate, signed by the chief a senior financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of counsel to the Borrower's Borrower and Guarantors' counselthe Managing General Partner, addressed to the Lenders in substantially the form of Exhibit A."E" hereto. (viix) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithLenders. (x) Such other The Security Agreement, together with all agreements, instruments, and documents necessary to effect the purpose of the Security Agreement under applicable law, including without limitation duly executed UCC-1 financing statements describing the security interest of the Agent on behalf of the Lenders in the "Collateral" (as any Lender that term is defined in the Security Agreement) and acceptable for filing in the appropriate public offices in each jurisdiction which the Agent deems necessary or its counsel may have reasonably requestedadvisable to perfect the security interest created thereby.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the such Borrower, of its by-laws or code of regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents to which the such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the such Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the such Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20Information reasonably satisfactory to the Administrative Agent regarding the Company's Year 2000 Program. (ix) Evidence of termination A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithCompany. (x) The Guaranty, duly executed by the Company. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Amended and Restated Credit Agreement dated as of March 30, 1994 among R.P. ▇▇▇▇▇▇▇ ▇▇▇poration and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full not later than April 9, 1999. (c) The presentation of evidence satisfactory to the Administrative Agent that the Credit Agreement Facility A dated September 23, 1996, as amended, among Allegiance Corporation and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) The presentation of evidence satisfactory to the Administrative Agent that revolving credits facilities of the Company totaling not less than $95,000,000 have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws by‑laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuingcontinuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.13 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedbe satisfied). (viii) The insurance certificate described in Section 5.20Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (ix) Evidence All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of termination any reasonable costs, internal charges and out of the Amended and Restated Credit Agreement dated as of July 30, 1999 between pocket expenses required to be reimbursed or paid by the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithhereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuingcontinuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.13 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedbe satisfied). (viii) The insurance certificate described in Section 5.20Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (ix) Evidence All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of termination any reasonable costs, internal charges and out of the Amended and Restated Credit Agreement dated as of July 30, 1999 between pocket expenses required to be reimbursed or paid by the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithhereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a partylaws. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to which the Borrower is a partymake borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lenderof the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to make the initial Advance hereunder, unless prior to or concurrently with the making of the initial Advance hereunder, the Existing Agreement shall have been terminated and the Borrower shall have paid to the lenders and the agent thereunder any and all unpaid principal of and accrued and unpaid interest on the notes evidencing the obligations thereunder, and any and all other obligations of the Borrower thereunder arising under or in connection with the Existing Agreement.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that the Borrower's existing credit facility with Bank One, NA has been (or, concurrently with the initial Advance hereunder, will be) paid in full and (c) all of the following, in form and substance satisfactory to the Administrative Agent with and each Lender, and in sufficient copies for the Lenderseach Lender: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A. (vi) Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section SECTION 2.13 payable to the order of each such requesting Lender. (viiviii) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower. (ix) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date and (b) the Borrower or the applicable Guarantor has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each of the initial Guarantors, together with all amendmentsamendments thereto, and a certificate of good SIDLEY AUSTIN BROWN & WOOD 29 g▇▇▇ standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the initial Guarantors, of its their respective articles of incorporation, together with all amendments thereto, their respective by-laws and of its their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower it is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the initial Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower and each of the initial Guarantors, respectively, authorized to sign the Loan Documents to which the Borrower it is a partyparty and, with respect to the Borrower, to request Loans hereunder, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the applicable Guarantor. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or treasurer of the Borrower, showing the calculations necessary to determine compliance with this Agreement on the Closing Date and stating that on the initial Borrowing Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct as of such date, and (c) no material adverse change in the business, financial condition, operations or prospects of the Borrower has occurred since December 31, 2000. (v) A written opinion of the Borrower's and Guarantors' counsel, in form and substance satisfactory to the Administrative Agent and addressed to the Lenders Lenders, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.requested including, without limitation, each other document identified on the list of closing documents attached hereto as Exhibit F.

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

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, ’s general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described Evidence of the termination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among DPL, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in Section 5.20full of all Debt and other obligations thereunder. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the LendersAgent: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower and each Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The Collateral Documents, fully executed by all parties thereto. (x) The insurance certificate described in Section 5.20. (ixxi) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment A list of all obligations existing insurance policies and liabilities payable contracts included in connection therewiththe current calculation of Net Present Value of Renewals, certified as true and correct by the chief financial officer of Borrower. (xxii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless until the Borrower has furnished to the Administrative Agent with (a) evidence that the Restructuring has been completed and (b) all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for the Lenderseach Lender: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower. (viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance Advances hereunder unless and until (a) the Borrower has satisfied the conditions precedent set forth in Section 4.2 and furnished to the Administrative Agent with sufficient in the number of copies for as the LendersAdministrative Agent shall have reasonably requested each of the following items and (b) the following conditions have otherwise been satisfied: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standingstanding of the Borrower and each Material Domestic Subsidiary, each certified by the appropriate governmental officer in its jurisdiction of incorporationorganization, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, of its by-laws or operating agreement, its articles or certificate of incorporation or formation, together with all amendments, and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the Borrower, stating that on the initial Borrowing Date Effective Date, both immediately before and immediately after the effectiveness of this Agreement, no Default or Unmatured Default (as such terms are defined in either the Existing Credit Agreement or this Agreement) has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Administrative Agent and the Lenders in substantially form and substance reasonably acceptable to the form of Exhibit A.Administrative Agent. (vi) Any Notes requested This Agreement executed by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderBorrower. (vii) Written money transfer instructions, The Guaranty executed by the Guarantors in substantially the form of Exhibit D, addressed and substance reasonably satisfactory to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedAdministrative Agent. (viii) The insurance certificate described in Section 5.20All separately agreed amounts owing from the Borrower to the Administrative Agent or the Arranger shall have been paid. (ix) Evidence of termination of An effective amendment to the Amended and Restated Existing Credit Agreement dated as of July 30, 1999 between in form and substance reasonably satisfactory to the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithAdministrative Agent. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless and until the Borrower has furnished to the Agent with sufficient copies for the LendersLenders and the other conditions set forth below have been satisfied: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described Existing Term Loan Agreement shall have been amended in Section 5.20form and substance satisfactory to the Agent and its counsel to (a) permit the Indebtedness under this Agreement and (b) amend the change in control provisions therein. (ix) Evidence A compliance certificate in substantially the form of termination of Exhibit A signed by the Amended and Restated Credit Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement dated as of July for fiscal quarter ended June 30, 1999 between the Borrower 2003 and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithstating that no Default or Unmatured Default exists. (x) The Borrower shall have paid all fees due to Bank One under the fee letter dated June 13, 2003. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) A certified copy of the FERC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents. (viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination Copies of the Amended and Restated Credit Agreement dated as Bond Documents, certified by the Secretary or an Assistant Secretary of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithBorrower. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the date of the initial Borrowing Date Advance no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.13 2.10 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedof any required governmental approvals or consents regarding this Agreement. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' general counsel, addressed to the Lenders in substantially the form of Exhibit A.A-1; and a written opinion of Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇ecial counsel to the Borrower in substantially the form of Exhibit A-2. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent Administrative Agent, with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendmentsamendments thereto, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws laws. (iii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower and each of its the Significant Subsidiaries existing at the date of the initial Advance hereunder, of Board of Directors' resolutions of such Person and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower such Person is a party. (iiiiv) An incumbency certificateIncumbency certificates, executed by the Secretary or an Assistant Secretary of the BorrowerBorrower and each of the Significant Subsidiaries existing at the date of the initial Advance hereunder, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Person authorized to sign the Loan Documents to which the Borrower such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Person. (ivv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of counsel to the Borrower's Borrower and Guarantors' counseleach of its Subsidiaries, addressed to the Lenders in substantially the form of Exhibit A.J. (vivii) From each of the Significant Subsidiaries of the Borrower existing on the date of the initial Advance hereunder, a Credit Guaranty and a Guarantor Subordination Agreement. (viii) Any Notes requested by a Lender pursuant to Section 2.13 2.3 or 2.4 payable to the order of each such requesting Lender. (viiix) Written money transfer instructions, in substantially the form of Exhibit DK, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders No Lender shall not be required to make the initial Advance hereunder Loans to the Company unless the Borrower Company has furnished or caused to be furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation (or other similar constituting documents) of the BorrowerCompany, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.; (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerCompany, of its the Company's by-laws (or other similar governing documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.Documents; (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerCompany, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower Company authorized to sign the Loan Documents to which the Borrower Company is a partyparty and to request Advances, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.Company; (iv) A certificate, signed by the chief financial officer a Financial Officer of the BorrowerCompany, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing.continuing and the representations and warranties contained in the Loan Documents are true and correct; (v) A written opinion of counsel to the Borrower's and Guarantors' counselCompany, addressed to the Lenders in substantially the form of Exhibit A.C, and a written opinion of counsel to Lafarge Canada Inc., addressed to the Lenders in substantially the form of Exhibit D; (vi) Any Notes A written opinion of counsel to the Agent, addressed to the Lenders in substantially the form of Exhibit E; (vii) The Notes, if any, requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender.; (viiviii) Written money transfer instructions, in substantially the form of Exhibit DF, addressed to the Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20.; (ix) Evidence of termination of reasonably satisfactory to the Amended and Restated Credit Agreement Agent that the bilateral credit agreements, each dated as of July 30September 1, 1999 1994 and amended as of June 1, 1996, between the Borrower Company and Bank One (formerly known as The First National Bank of Chicago) the respective lenders party thereto have been terminated, and repayment of all indebtedness, liabilities and obligations and liabilities payable thereunder have been paid in connection therewith.full; and (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders Lender shall not be required to make the initial Advance hereunder or obligated to issue a Letter of Credit unless the Borrower has furnished to the Agent Lender with sufficient copies for the Lendersfollowing: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders Lender shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders Lender in substantially the form of Exhibit A. (vi) Any Notes requested The Note duly executed by a Lender pursuant to Section 2.13 payable to the order of each such requesting LenderBorrower. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Agent Lender and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent Lender may have reasonably requested. (viii) The insurance certificate described in Section 5.20Information satisfactory to the Lender regarding the Borrower's Year 2000 Program. (ix) Evidence of termination of An insurance certificate evidencing the Amended and Restated Credit Agreement dated as of July 30, 1999 between catastrophic insurance carried by the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewithits Subsidiaries. (x) Such other documents as any the Lender or its counsel may have reasonably requestedrequested except as it relates to the Borrower's trade secrets and other proprietary information. The Lender shall provide the Borrower with written confirmation upon satisfaction of the foregoing conditions.

Initial Advance. The Lenders shall not be required under the Long Term Agreement became obligated to make the initial Advance hereunder unless and the Borrower has furnished Issuing Lender became obligated to issue the initial Facility L/C under Article II hereof upon submission, contemporaneously with execution of the Long Term Agreement to NBD (predecessor in interest to First National bank of Chicago) and to the Agent with sufficient copies for Administrative Agent, of the Lendersfollowing: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents to which the Borrower is a partyDocuments. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents and to which the Borrower is a partymake borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the chief financial officer treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of counsel to the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A."B" hereto. (viix) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lenderof the Lenders. (viix) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance to the Lenders. (xi) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixii) The insurance certificate described in Section 5.20Guaranties, duly executed by each of the Guarantors. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (xxiii) Such other documents as any Lender or its counsel may have reasonably requested. and the following events occurred and conditions were fulfilled or waived: (i) The Borrower paid all fees due at the Closing Date pursuant to the Long Term Agreement, the Administrative Agent's Fee Letter and the Arranger's Fee Letter. (ii) Completion of the Big O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (iii) The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Short Term Credit Agreement became effective as of the Closing Date.

Initial Advance. The Lenders shall not be required to make the initial --------------- Advance hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws Code of Regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described Evidence of the termination of the Long-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA as administrative agent thereunder, the termination of the Short-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA, as administrative agent thereunder and, in Section 5.20each case, evidence of the repayment in full of all Debt and other obligations thereunder. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (ia) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (ivd) A certificate, signed by the chief financial officer officer, treasurer, corporate controller or investment portfolio manager of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vif) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (xh) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents to which the Borrower it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedrequested and the payment of all fees required in connection herewith. (viii) The insurance certificate described in Section 5.20All Guaranties signed by the Guarantors. (ix) Evidence Copies of termination such financial statements of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) its Subsidiaries required by the Agent, together with prospective financial information for the Borrower and repayment of all obligations its Subsidiaries, in each case in form and liabilities payable in connection therewithsubstance satisfactory to the Agent. (x) Such The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other documents as Persons, in each case that are necessary in connection with the FASCO Acquisition and the other transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, and each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any Lender action being taken by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the completion of the FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its counsel may consent on its own motion shall have reasonably requestedexpired. (a) All conditions precedent to the FASCO Acquisition shall have been satisfied pursuant to the FASCO Acquisition Documents or waived by the party entitled to do so to the extent permitted by Section 6.2 hereof; (

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the LendersAgent: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower and each Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. . AMENDED AND RESTATED CREDIT AGREEMENT (Clar▇/▇▇▇d▇▇, ▇▇c.) Page 23 29 (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.20. (ix) Evidence of termination of the Amended and Restated Credit Agreement dated as of July 30, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless and until the Borrower has furnished to the Agent with sufficient copies for the LendersLenders and the other conditions set forth below have been satisfied: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or corporate controller of the Borrower, stating that on the initial Borrowing Date date hereof no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Borrower's and Guarantors' ’s counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The insurance A compliance certificate described in Section 5.20substantially the form of Exhibit A signed by the Borrower’s chief financial officer showing the calculations necessary to determine compliance with this Agreement for fiscal quarter ended June 30, 2004. (ix) Evidence of termination of The Borrower shall have paid all fees due to JPMorgan under the Amended and Restated Credit Agreement fee letter dated as of July 30August 20, 1999 between the Borrower and Bank One (formerly known as The First National Bank of Chicago) and repayment of all obligations and liabilities payable in connection therewith2004. (x) This Agreement duly completed and executed by Borrower. (xi) The Guaranty in form and substance reasonably acceptable to the Agent and duly completed and executed by the Guarantors. (xii) The Existing Credit Agreement shall have been terminated and all outstanding indebtedness thereunder shall have been, or substantially contemporaneously shall be, paid in full. (xiii) Such other documents as any Lender or its counsel may have reasonably requested.