Common use of Initial Credit Extension Clause in Contracts

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents): (i) Copies of the articles or certificate of incorporation of Borrower and Guarantor, together with all amendments, and a certificate of existence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and 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. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents): (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, 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 the Borrower and each Guarantor as required by Section 326 of the USA PATRIOT Act, together with all amendments, and a certificate of existence/good standing, as applicable, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower 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. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the applicable Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s counsel to the Borrower and Guarantor’s counselthe Guarantors, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLenders. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xi) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder unless Borrower has furnished on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent (with sufficient copies for and each of the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders Lenders, and the LC Issuer Issuers, dated as of the Closing Date, in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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.of (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Lenders of: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders Lenders, and the LC Issuer Issuers, dated as of the Closing Date, in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The obligation of the Lenders and (or, if applicable, the LC Issuer shall not be required Issuer) to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) the Merger Transactions have been (or concurrently with the initial Credit Extension will be) completed; (ii) all obligations of the Borrowers under the Existing Credit Facilities have been (or concurrently with the initial Credit Extension will be) paid in full; and (iii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to the Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following documents (with sufficient copies for the Lenders, in the case of all documentseach Lender): (i) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendmentsamendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower, and a certificate certificates of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction the jurisdiction(s) of incorporationincorporation of such Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its by-laws such Borrower's bylaws and of resolutions of its Board of Directors’ resolutions and of resolutions or actions of any other body Directors authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer an Authorized Officer of BorrowerPHI, stating that on the date of the initial Borrowing Date Credit Extension no Default or Unmatured Default has occurred and is continuingcontinuing with respect to any Borrower. (v) A written opinion of Borrower’s and Guarantor’s counselinternal counsel to PHI, addressed to the Administrative Agent, the Lenders and LC Issuer substantially in the form approved by the Administrative Agentof Exhibit D-1. (vi) Revolving Credit A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of Covington & Burling, special New York counsel to the Borroxxxx, xxxstaxxxxxxx in the form of Exhibit D-5. (x) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullrequesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Credit Extensions hereunder. (xii) A letter agreement among PHI, Conectiv and the Issuer pursuant to which PHI agrees to become a joint account party on all Existing Letters of Credit originally issued for the account of Conectiv. (xiii) Such other documents as any Lender or its counsel may have reasonably requestedrequest.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendmentsamendments thereto, and a certificate of existencegood standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT; and such comparable documents as Agent may require with respect to the Guarantors. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party and copies, certified by the Secretary, Assistant Secretary or comparable officer of each Guarantor of the Board of Directors’ resolutions and of resolutions or actions of any other party authorizing the execution of the Guaranty. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Responsible Officials and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower; and such comparable certificates as Agent may require with respect to the Guarantors. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion Written opinions of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, Lenders in substantially the Lenders forms of Exhibits G-1 and LC Issuer in the form approved by the Administrative AgentG-2. (vi) Revolving Credit The Swing Line Note and any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent that all Indebtedness (other than the Existing LCs) under the Existing Credit Agreement shall have been simultaneously paid in full and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may Existing Credit Agreement shall have reasonably requestedbeen terminated. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders effectiveness of this Agreement and the LC Issuer shall not be required obligation of the Lenders (or, if applicable, the Issuer) to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) all obligations of the Borrowers under the Existing Credit Facilities (other than the Existing Letters of Credit) have been (or concurrently with the initial Credit Extension will be) paid in full; and (ii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to either Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following documents (with sufficient copies for the Lenders, in the case of all documentseach Lender): (i) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendmentsamendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower, and a certificate certificates of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction the jurisdiction(s) of incorporationincorporation of such Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its by-laws such Borrower's bylaws and of resolutions of its Board of Directors’ resolutions and of resolutions or actions of any other body Directors authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer an Authorized Officer of BorrowerPHI, stating that on the date of the initial Borrowing Date Credit Extension no Default or Unmatured Default has occurred and is continuingcontinuing with respect to any Borrower. (v) A written opinion of Borrower’s and Guarantor’s counselinternal counsel to PHI, addressed to the Administrative Agent, the Lenders and LC Issuer substantially in the form approved by the Administrative Agentof Exhibit D-1. (vi) Revolving Credit Notes payable A written opinion of internal counsel to PEPCO, substantially in the order form of each of the Lenders and the Credit Note payable to the order of LaSalle.Exhibit D-2 (vii) Written money transfer instructionsA written opinion of internal counsel to DPL, substantially 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 requestedD-3. (viii) The insurance certificate described A written opinion of internal counsel to ACE, substantially in Section 5.18the form of Exhibit D-4. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to ------------------------ make the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to , 2000 and the Borrower has furnished to the Administrative Agent (with ----------- sufficient copies for the Lenders, in the case of all documents):: (i1) Copies of the limited liability company agreement of the Borrower and the articles or certificate of incorporation of Borrower and Guarantor, the Guarantor together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii2) Copies, certified by the Secretary or Assistant Secretary of the Borrower and Guarantor, the Guarantor of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party. (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and or the Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantor. (iv4) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v6) A written opinion of Borrower’s and Guarantor’s counsel, addressed Any Note requested by a Lender pursuant to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes Section 2.10 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii7) 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 5.188) This Agreement and the Guaranty. (ix9) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x10) Evidence that Copies of all filings made with, or orders issued by, FERC and all governmental authorities in connection with the Existing Credit Agreement has been terminated, formation and that all amounts outstanding thereunder have been paid in fullfinancing of the Borrower. (xi11) A pro forma balance sheet as of January 1, 2001 (including a projected consolidated balance sheet and funds flow statement and a projected consolidated and consolidating income statement) and two year business plan for the Borrower. (12) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 A pro forma covenant compliance certificate described in Section 5.18form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The fees due and payable in accordance with Guaranty, duly executed by the Fee LettersCompany. (x) Evidence that If the Existing initial Credit Agreement has been terminatedExtension will be the issuance of a Facility LC, and that all amounts outstanding thereunder have been paid in fulla properly completed Facility LC Application. (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 Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, 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 or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers 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) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Credit Extension. The Lenders and acknowledge satisfaction of the LC Issuer shall not be required to make the initial Credit Extension hereunder unless following conditions precedent or, as applicable, that Borrower has furnished the following to the Administrative Agent (each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person and notarized except, in the case of all documents):each case, as such shall be listed on Schedule 6.26: (i) Copies of the articles or certificate of incorporation or organization, as applicable, of the Borrower and Guarantorits Domestic Subsidiaries that are Material Subsidiaries, together with all amendments, and a certificate of existence, each certified by the appropriate governmental officer in its such Person's jurisdiction of incorporationorganization or at Borrower's option, by an appropriate officer of Borrower or the relevant Subsidiary, along with certificates of good standing and existence or authority to do business as a foreign entity, as applicable. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and Guarantorits Domestic Subsidiaries that are Material Subsidiaries, as applicable, of its their respective by-laws and of its Board of Directors’ resolutions laws, operating or other management agreement and of resolutions of their respective boards of directors or actions members and of any other body authorizing the execution of the Loan DocumentsDocuments to which such Person is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and Guarantorits Domestic Subsidiaries that are Material Subsidiaries, as applicable, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower and Guarantor its Domestic Subsidiaries authorized to sign the Loan DocumentsDocuments to which such Person is a party, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating each Guarantor that is a Material Subsidiary certifying that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and such Guarantor is continuingsolvent, which certificate shall be, substantially in the form of Exhibit 4.1(iv) hereto. (v) A Both (a) a written opinion or opinions of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Lenders and covering such matters as may be required by Agent, in form and substance reasonably satisfactory to the Lenders Agent, and LC Issuer in (b) an enforceability opinion with respect to the form approved by the Administrative AgentAcquisition Agreement. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D4.1(vii), 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 payment to the Agent and the Lenders of all fees and expenses agreed upon by such Person and the Borrower including those agreed to in Section 5.18that certain Agent and Fee Letter dated July 3, 2000, as amended; execution of such Fee Letter and amendments in effect on the date hereof). (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Closing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion Written opinions of Borrower’s and Guarantor’s Borrowers’ legal counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructionsinstructions (if any), in substantially the form of Exhibit DD for the purpose of telephonic notices pursuant to Section 2.16, addressed to the Administrative Agent and signed by an Authorized Officer, together with or such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Guaranty, duly executed by the Company. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) Evidence satisfactory to the Administrative Agent that, concurrently with the Closing Date, the Existing Credit Agreement has been amended and restated in its entirety, and the existing facility thereunder shall have been replaced with the Commitments under this Agreement; and any Existing Facility LCs shall be deemed to have been issued and outstanding under this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement, including the terms of Section 2.21.1. (c) Payment of the fees described in the Fee Letter.

Initial Credit Extension. The Lenders shall not be required to make the initial Advance hereunder, and the LC Issuer shall not be required to make issue the initial Credit Extension hereunder Facility LC hereunder, unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (ia) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments and to make borrowings hereunder, upon which certificate the Administrative Agent Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (ivd) A certificate, signed by the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agentof Exhibit "B" hereto. (vif) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLenders. (viig) A compliance certificate in the form of Exhibit"C" hereto signed by the Borrower's chief financial officer showing the calculations necessary to determine compliance with Section6.20 of this Agreement. (h) 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. (viiii) The insurance certificate described in Section 5.18Guaranty. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xij) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished to the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facilities have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Credit Agreement among Great Plains, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof. (x) 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. (xi) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing nor would a Default or Unmatured Default result from the initial Credit Extension and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date. (v) A written opinion Written opinions of Borrower’s and Guarantor’s Borrowers’ legal counsel, addressed to the Administrative Agent, Agent and the Lenders in form and LC Issuer in the form approved by substance reasonably satisfactory to the Administrative Agent. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Guaranty, duly executed by the Company. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) Evidence satisfactory to the Administrative Agent that, substantially concurrently with the Closing Date, (i) all commitments under the Existing Credit Agreement shall have been terminated, (ii) all principal and accrued interest and fees owing thereunder have been paid in full and (iii) any Existing Facility LCs shall be deemed to have been issued and outstanding under this Agreement (and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement, including the terms of Section 2.21.1

Initial Credit Extension. The Lenders This Agreement shall not become effective and the LC Issuer Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Restatement Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date. (v) A written opinion Written opinions of Borrower’s and Guarantor’s Borrowers’ legal counsel, addressed to the Administrative Agent, Agent and the Lenders in form and LC Issuer in the form approved by substance reasonably satisfactory to the Administrative Agent. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Parent Guaranty, duly executed by the Company. (ix) The fees due and payable in accordance with the Fee Letters. (xb) Evidence that all principal, interest, fees and other amounts owing under the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder shall have been paid (or shall substantially contemporaneously be) repaid in fullfull (it being understood that such amounts may be repaid out of the proceeds of Advances hereunder and any “Facility LCs” issued under and as defined in the Existing Credit Agreement shall be deemed to have been issued and outstanding under this Agreement (and from and after the Restatement Date shall be subject to and governed by the terms and conditions of this Agreement, including the terms of Section 2.21.1)). (xic) Such A consent hereto from each Exiting Lender in form and substance satisfactory to the Administrative Agent. (d) Payment of the fees and other documents amounts described in the Fee Letters and all other reasonable fees required to be paid, in each case, that are due on or before the date hereof and for which invoices have been presented to the Company. (i) The Administrative Agent shall have received, at least five days prior to the Restatement Date, all documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) to the extent any Foreign Subsidiary Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender or that has requested, in writing prior to such date, a Beneficial Ownership Certification in relation to such Foreign Subsidiary Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its counsel may have reasonably requestedsignature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

Initial Credit Extension. The Aggregate Commitment shall not ------------------------ become effective until the Borrower satisfies the conditions precedent contained in this Section 4.1 (provided the Borrower satisfies such ----------- conditions on or before September 17, 2001) and, if later, the date specified in the Borrowing Notice required pursuant to Section 4.1(m) as the date for -------------- the initial (and only) Advance to be made. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder (and only) Advance hereunder, unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (ia) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and Guarantorits Subsidiaries, which shall identify by name and title and bear the signatures signature (or facsimiles thereof) of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable and, in the case of the Borrower, to make Credit Extensions hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (ivd) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of Xxxxx Xxxx LLP, legal counsel to the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agentof Exhibit "C" hereto. (vif) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallethe Agent. (viig) A compliance certificate in substantially the form of Exhibit "D" hereto signed by the Borrower's chief financial officer showing the calculations necessary to determine compliance with Sections 6.20, 6.21 and 6.22 of this ------------- ---- ---- Agreement. (h) 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. (viiii) The insurance certificate described An amendment to the Note Purchase Agreement, on terms and conditions reasonably acceptable to the Agent and the Lenders, which amendment shall permit (i) the issuance of the Subsidiary Guaranties required by this Agreement, conditioned only upon receipt by the Senior Noteholders of guaranties from such Subsidiaries on terms no less favorable to the Senior Noteholders than those contained in Section 5.18the Subsidiary Guaranties, which guaranties shall be required only for so long as the Subsidiary Guaranties have not been released and (ii) the execution of the Pledge Agreements required by this Agreement, conditioned only upon the requirement that the Lien of the Pledge Agreement be extended equally and ratably to the Senior Noteholders, which Lien in favor of the Senior Noteholders shall be required only for so long as the collateral under the applicable Pledge Agreement(s) hereunder has not been released. (ixj) The fees due and payable in accordance Evidence satisfactory to the Agent that (i) all material conditions precedent to the consummation of the Whirlwind Acquisition have been satisfied or waived with the Fee Lettersapproval of the Agent, (ii) the Whirlwind Acquisition Agreement has been approved by all necessary corporate action of the Board of Directors and shareholders of the Borrower and Whirlwind, and has not been amended, waived or modified in any material respect adverse to the Lenders without the approval of the Agent and (iii) the Whirlwind Acquisition will close contemporaneously with the initial funding under this Agreement. (xk) Evidence reasonably satisfactory to the Agent that all required governmental approvals related to the Whirlwind Acquisition have been obtained and all related filings made and any applicable waiting periods shall have expired or been terminated; (l) Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the reasonable judgment of the Agent, would prohibit the making of the Loans or the consummation of the Whirlwind Acquisition and the other transactions contemplated by the transaction documents or any litigation seeking such an injunction or restraining order; (m) The Agent shall have received a Notice of Borrowing. The Borrowing Notice with respect to such Advance, shall constitute a representation and warranty by the Borrower that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder conditions contained in Section 4.1 have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.satisfied. -----------

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (ia) Copies of the articles or certificate of incorporation (or analogous organizational document(s)) of each of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.; (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and each Guarantor, of its by-laws respective bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents.Documents to which the Borrower or such Guarantor (as applicable) is a party (or analogous documents); (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower 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 or such Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantor.the Borrower; (ivd) A written opinion of the Borrower’s and Guarantors’ counsel, addressed to the Lenders, in substantially the form of Exhibit A; (e) A certificate, signed by the chief financial officer or treasurer Chief Financial Officer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing.; (vf) A written opinion of Borrower’s and Guarantor’s counsel, addressed Any Notes requested by a Lender pursuant to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes Section 2.16 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle.such requesting Lender; (viig) 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.; (viiih) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application; (i) The insurance certificate described in Section 5.18.5.19; (ixj) The fees due Administrative Agent shall have determined that (a) since December 2, 2006, there has been no material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally that would be likely to impair materially syndication of the Loans hereunder and payable in accordance (b) the Borrower has fully cooperated with the Fee Letters.Administrative Agent’s syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Borrower’s operations and prospects and such other information as the Administrative Agent reasonably deems necessary to successfully syndicate the Loans hereunder; (xk) Evidence that (i) the Borrower shall have paid in full all principal of and interest accrued on the outstanding loans under the Existing Credit Agreement has been and all fees, expenses and other amounts owing by the Borrower thereunder and (ii) the Commitments (as defined in the Existing Credit Agreement) have terminated, and that all amounts outstanding thereunder have been paid in full.; and (xil) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has (x) the Borrowers have furnished to the Administrative Agent (with sufficient copies for the Lenders, Lenders of the documents listed in subsections (i) through (vii) below; (y) the Borrowers have furnished to the Administrative Agent the documents listed in subsections (viii) through (xii) below; and (z) the Administrative Agent shall have received from the Borrowers a facility fee in the case amount of all documents):$125,000, which facility fee shall be allocated by the Administrative Agent to the Lenders as follows: $40,000 to Bank One, $35,000 to National City Bank, $25,000 to LaSalle Bank, National Association, and $25,000 to SunTrust Bank, Central Florida, N. A. (i) Copies Copies, as applicable, of the articles or certificate of incorporation or organization of each Borrower and Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, as applicable, certified by the Secretary or Assistant Secretary of each Borrower and Guarantor, of its by-laws and of its the Board of Directors’ ' resolutions and or of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which any Borrower and Guarantor is a party and required Rate Management Transactions or of its operating or other management agreement and of resolutions of its members and of any other body authorizing the execution, delivery and performance of the Loan Documents to which such Borrower and Guarantor is a party and required Rate Management Transactions. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which such Borrower or Guarantor is a party and documents in connection with required Rate Management Transactions, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower or Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of each Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s the Borrowers' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Such other documents as any Lender or its counsel may have reasonably requested. (viii) The Security Agreement, the UCC Financing Statements and other Collateral Documents. (ix) The insurance certificate described in Section 5.21. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xi) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender the Administrative Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has (x) the Borrowers have furnished to the Administrative Agent (with sufficient copies for the Lenders of the documents listed in subsections (i) through (vi) below; (y) the Borrowers have furnished to the Agent the documents listed in subsections (vii) through (xii) below; and (z) the Agent shall have received from the Borrowers, for the ratable benefit of the Lenders, in the case of all documents):facility fee agreed to by the Borrower and the Agent pursuant to that certain letter agreement dated June 18, 2002, or as otherwise agreed from time to time. (i) Copies Copies, as applicable, of the articles or certificate of incorporation or organization of Borrower and Guarantoreach Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, as applicable, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its code of regulations and/or by-laws and of its the Board of Directors’ ' resolutions and or of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which any Borrower is a party and required Rate Management Transactions or of its operating or other management agreement and of resolutions of its members and of any other body authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party and required Rate Management Transactions. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which such Borrower is a party and documents in connection with required Rate Management Transactions, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s the Borrowers' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (viv) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vi) Mortgage, substantially in the form of the Lenders and the Credit Note payable Exhibit G, with respect to the order parcel or related parcels of LaSallereal property or interests in such real property owned by MPW Container Management Corp. located in Cleveland, Cuyahoga County, Ohio. (vii) Excluding the real property subject to the mortgage referred to in subsection (vi) above, a listing of each parcel or related parcels of real property or interests in such real property reasonably determined by the Agent to have a value of greater than $1,000,000; and within 90 days after the Effective Date, the Borrowers shall provide to the Agent appraisals, satisfactory to the Agent, prepared by an independent appraiser satisfactory to the Agent of such real property, which appraisals satisfy the requirements of the Financial Institutions Reform, Recovery and Enforcement Act, as amended, and the regulations promulgated thereunder, if applicable, and which shall evidence compliance with the supervisory loan-to-value limits set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, and the regulations promulgated thereunder, if applicable, together with evidence of compliance with applicable federal regulations governing loans in areas having special flood hazards. Promptly thereafter, the applicable Borrower shall execute and deliver mortgages/deed of trusts, each substantially in form of Exhibit G, with respect to any such real property having an appraised value in excess of $1,000,000 as determined by such appraisals. (viii) The Security Agreement, the UCC Financing Statements and other Collateral Documents. (ix) The insurance certificate described in Section 5.19. (x) If the initial Credit Extension will include the issuance of a Facility LC, a properly completed Facility LC Application. (xi) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Agent: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 DocumentsDocuments to which it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and each Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit D. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DE, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedrequested and the payment of all fees required in connection herewith. (viii) The insurance certificate described in Section 5.18All Guaranties signed by the Guarantors. (ix) The fees due Copies of such financial statements of the Borrower and payable its Subsidiaries required by the Agent, together with prospective financial information for the Borrower and its Subsidiaries, in accordance with each case in form and substance satisfactory to the Fee LettersAgent. (x) Evidence The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Existing Credit Agreement has been terminatedtransactions contemplated by the Loan Documents, and that all amounts outstanding thereunder have been paid each of the foregoing shall be in fullfull force and effect. (xi) Such All liabilities and obligations under the existing Three-Year Credit Agreement of the Borrower dated December 30, 2002, as amended, shall be paid in full and the credit facility thereunder shall be terminated (and the Borrower hereby agrees that any commitment to lend or other credit facility under such credit agreement is terminated). (xii) The Agent shall have received a certificate from the chief financial officer of the Borrower concerning the solvency and other appropriate factual information with respect to the Borrower and its Subsidiaries, in form and substance satisfactory to the Agent. (xiii) Satisfactory results of all due diligence required by the Agent, including without limitation a review of all contingent liabilities, a review of contracts and insurance, a review of all litigation, environmental matters, all retiree medical benefits, ERISA matters and other due diligence with respect to the Borrower and its Subsidiaries as required by the Agent. (xiv) The Agent shall have determined that there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets or in capital markets generally that would likely impair syndication of the Obligations hereunder. (xv) The Agent shall have received such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of such Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 A pro forma covenant compliance certificate described in Section 5.18form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The fees due and payable in accordance with Guaranty, duly executed by the Fee LettersCompany. (x) Evidence that If the Existing initial Credit Agreement has been terminatedExtension will be the issuance of a Facility LC, and that all amounts outstanding thereunder have been paid in fulla properly completed Facility LC Application. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) Evidence satisfactory to the Administrative Agent that the Existing Facilities 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. (c) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendmentsamendments thereto, and a certificate of existencegood standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT; and such comparable documents as Agent may require with respect to the Guarantors. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party and copies, certified by the Secretary, Assistant Secretary or comparable officer of each Guarantor of the Board of Directors’ resolutions and of resolutions or actions of any other party authorizing the execution of the Guaranty. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Responsible Officials and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower; and such comparable certificates as Agent may require with respect to the Guarantors. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion Written opinions of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, Lenders in substantially the Lenders forms of Exhibits G-1 and LC Issuer in the form approved by the Administrative AgentG-2. (vi) Revolving Credit The Swing Line Note and any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DH, addressed to the Administrative Agent and signed by an Authorized Officera Responsible Official, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described Evidence satisfactory to the Agent that all Indebtedness (other than the Existing LCs) under the Existing Credit Agreement shall have been simultaneously paid in Section 5.18full and the Existing Credit Agreement shall have been terminated. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) (i) all principal, interest and other amounts outstanding under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement shall be repaid and satisfied in full and (ii) all commitments to extend credit thereunder shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement and (b) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the LC Issuers as of the Closing Date and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The obligation of the Lenders and (or, if applicable, the LC Issuer shall not be required Issuer) to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) all obligations of the Borrowers under the Existing Credit Facility have been (or concurrently with the initial Credit Extension will be) paid in full; and (ii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to either Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following documents (with sufficient copies for the Lenders, in the case of all documentseach Lender): (i) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendmentsamendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower, and a certificate certificates of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction the jurisdiction(s) of incorporationincorporation of such Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its by-laws such Borrower's bylaws and of resolutions of its Board of Directors’ resolutions and of resolutions or actions of any other body Directors authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer an Authorized Officer of BorrowerPHI, stating that on the date of the initial Borrowing Date Credit Extension no Default or Unmatured Default has occurred and is continuingcontinuing with respect to any Borrower. (v) A written opinion of Borrower’s and Guarantor’s counselinternal counsel to PHI, addressed to the Administrative Agent, the Lenders and LC Issuer substantially in the form approved by the Administrative Agentof Exhibit D-1. (vi) Revolving Credit A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of Xxxxxxxxx & Xxxxxxx, special New York counsel to the Borrowers, substantially in the form of Exhibit D-5. (x) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullrequesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Credit Extensions hereunder. (xii) Such other documents as any Lender or its counsel may have reasonably requestedrequest.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make ------------------------ the initial Credit Extension hereunder unless Borrower has the Borrowers have furnished the following to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) This Agreement. (ii) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation or organization. (iiiii) Copies, Copies certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its by-laws (or partnership, operating or other management agreement) and of its Board of Directors’ ' (or partners' or members') resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iiiiv) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (ivv) A certificate, signed by the chief financial officer or treasurer of Borrowerthe Borrowers, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vvi) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (vii) A written opinion of Borrower’s and Guarantor’s counselthe counsel of Borrowers, addressed to the Administrative Agent, the Agent and Lenders and LC Issuer their counsel in substantially the form of Xxxxxxx X- 0, and the written opinions of the local counsel of Borrowers in the State of Mississippi addressed to the Agent and Lenders and their counsel in substantially the form approved by the Administrative Agentof Exhibit A-2. (viviii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14.4 payable to the order of each such requesting Lender. (ix) The Deeds of Trust, executed by the Borrowers, in a form satisfactory to the Agent, the Lenders and the Credit Note payable their counsel with respect to the Properties therein described, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders executed and delivered by the Borrowers, as mortgagors or assignors, in favor of the Agent, ratably for the Lenders, in order of LaSalleto create and perfect the Lender Liens in and to all Collateral described therein. (viix) [Intentionally Omitted] (xi) The Pledge Agreement, executed by the Company in a form satisfactory to the Agent, the Lenders, and their counsels with respect to the Properties therein described, which are a part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in a form and substance satisfactory to the Agent and the Lenders executed and delivered by the Company as debtor or assignor, in favor of the Agent, ratably for the Lenders, in order to create and perfect the Lender Liens in and to all the Collateral described therein.) (xii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrowers, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixiii) The Financial Statements described in Section 5.4, together with a closing balance sheet, as of May 31, 2000, reflecting working capital and capitalization consistent with the pro forma balance sheet previously delivered to Agent. (xiv) Title Opinions from counsel with respect to the producing Oil and Gas Properties included in the Collateral and in a form acceptable to the Agent and the Lenders, covering at least ninety percent of the aggregate value of the Borrowers in such Oil and Gas Properties. (xv) The Initial Reserve Report. (xvi) [Intentionally Omitted] (xvii) Documents (a) confirming the payment in full of all Indebtedness under the Existing Agreement, (b) assigning all Liens on any of the Borrowers' Property securing such Indebtedness to the Agent for the benefit of the Lenders, and (c) terminating the Existing Agreement. (xviii) Documents confirming (a) the consummation of the Company's proposed common equity offering and the receipt by the Company of gross proceeds of not less than $5,000,000 as evidenced by the documents and instruments governing the Guardian Indebtedness and confirming that no cash interest or principal payments will be paid thereon , (b) that the outstanding amount of the Amerada Xxxx Indebtedness does not exceed $1,500,000, (c) that all proceeds of the Company's common equity offering exceeding $5,000,000 have been applied to reduce the outstanding Veritas Indebtedness, and (d) that the Veritas Indebtedness has been converted to a note maturing in not less than 36 months and requiring no cash interest or principal payments except as permitted herein. (xix) Documents in form and substance satisfactory to Agent subordinating the Amerada Xxxx Indebtedness, the Guardian Indebtedness and the Veritas Indebtedness to the Obligations. (xx) Completion of a satisfactory field audit by Agent with respect to Borrowers' accounts receivable and accounts payable. (xxi) A certificate, signed by the President of the Borrowers stating that the representations and warranties contained in Article V hereof shall be true and correct on and as of the date of the making of the initial Credit Extension with the same effect as if made on and as of such date. (xxii) The insurance certificate certificate(s) described in Section 5.185.19. (ixxxiii) The fees due and payable There shall not have been, in accordance with the Fee Letterssole judgment of the Agent, any material adverse change in the financial condition, business, or operations of any Borrower. (xxxiv) Evidence that the Existing Credit Agreement has been terminated, Payment of all facility and that all amounts outstanding thereunder have been administrative fees required to be paid in fullpursuant to any Loan Document or any commitment agreement heretofore entered into and legal fees and disbursements of Agent's counsel. (xixxv) Documents in form and substance satisfactory to Agent establishing the Rate Management Transactions required pursuant to Section 6.25. (xxvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood 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 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 Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Financial Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by a Financial Officer of the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Guaranty, the Pledge Agreement and the other documents listed on the List of Closing Documents attached hereto as Schedule 4.1 and not otherwise listed above. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (b) the Borrower has paid (or made arrangements to pay concurrently with the making of the initial Credit Extension) all principal, interest, fees and premiums, if any, on all loans and other financial accommodations outstanding under the Existing Credit Agreement and has terminated such agreement, and all Liens granted in connection with the Existing Credit Agreement have been released, and (c) the Borrower has paid to the Agent and the Arranger the fees agreed to in the letter agreement described in Section 10.13 then due and owing.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has the Borrowers have furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach 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.Documents to which such Borrower is a party (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of each Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion or opinions of Borrower’s and Guarantor’s the Borrowers' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit C. (vi) Revolving Credit Any Notes requested by a Lender payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The fees due Agent shall have received complete executed copies of the documents relating to the Senior Note Agreement of the Company and payable in accordance the Agent shall be satisfied with the Fee Letterscovenants set forth therein. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders shall not be required to ------------------------ make the initial Advance hereunder, and the LC Issuer shall not be required to make issue the initial Credit Extension hereunder Facility LC hereunder, unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (ia) Copies of the articles or certificate of incorporation of the Borrower and Guarantorits Subsidiaries, together with all amendments, and a certificate of existencegood standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of the Borrower and Guarantorits Subsidiaries, 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 DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and Guarantorits Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable and, in the case of the Borrower, to make Credit Extensions hereunder, upon which certificate the Administrative Agent and, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (ivd) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of Schmiedeskamp, Robertson, Neu & Mixxxxxx, legal counsel to the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agentof Exhibit "C" hereto. (vif) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLenders. (viig) A compliance certificate in substantially the form of Exhibit "D" hereto signed by the Borrower's chief financial officer showing the calculations necessary to determine compliance with Sections -------- 6.20, 6.21 and 6.22 of this Agreement. ---- ---- ---- (h) 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. (viiii) The insurance certificate described in Section 5.18. (ix) The fees due Evidence satisfactory to the Agent and payable in accordance its counsel that, concurrently with the Fee Letters. Borrower's receipt of the initial Advance hereunder: (x1) Evidence that the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) and (2) any and all lender commitments under the Existing Credit Agreement has shall have been terminated, and that all amounts outstanding thereunder have been paid in full. (xij) An amendment to the Note Purchase Agreement, on terms and conditions reasonably acceptable to the Agent and the Lenders, which amendment shall permit (i) the issuance of the Subsidiary Guaranties required by this Agreement, conditioned only upon receipt by the Senior Noteholders of guaranties from such 33 39 Subsidiaries on terms no less favorable to the Senior Noteholders than those contained in the Subsidiary Guaranties, which guaranties shall be required only for so long as the Subsidiary Guaranties have not been released and (ii) the execution of the Pledge Agreements required by this Agreement, conditioned only upon the requirement that the Lien of the Pledge Agreement be extended equally and ratably to the Senior Noteholders, which Lien in favor of the Senior Noteholders shall be required only for so long as the collateral under the applicable Pledge Agreement(s) hereunder has not been released. (k) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, Copies certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) Evidence, in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals necessary for it to enter into the Loan Documents. (v) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion Written opinions of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agentof Exhibit A-1 and Exhibit A-2. (vivii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due Evidence, in form and payable substance satisfactory to the Agent, of the termination of the Existing Agreement and the repayment in accordance with full of all outstanding obligations of the Fee LettersBorrower thereunder (it being understood that the Existing LC shall become a Letter of Credit hereunder on the date of this Agreement). (x) Evidence that If the Existing initial Credit Agreement has been terminatedExtension will be the issuance of a Letter of Credit, and that all amounts outstanding thereunder have been paid in fulla properly completed Letter of Credit Application. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower (a) the representations and warranties contained in Article V are true and correct as of such date and (b) the Company has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of Borrower the Company and Guarantoreach Guarantor (each a "Loan Party"), together with all amendmentsamendments thereto, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantor, each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor such Loan Party authorized to sign the Loan DocumentsDocuments to which it is a party and, in the case of the Borrowers, to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe applicable Loan Party. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or treasurer of Borrowerthe Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of each Borrower’s 's and each Guarantor’s 's counsel, in form and substance satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application. (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 5.18. (ix) The fees due and payable in accordance with Evidence satisfactory to the Fee Letters. (x) Evidence Administrative Agent that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder shall have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been or shall simultaneously with the initial Advance hereunder be paid in full. (xix) Such other documents as any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished to the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facilities have been paid in full (other than four letters of credit which amount, in the aggregate, to $56,673,697 which will be governed by different documentation with the respective issuers going forward) and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of the Borrower and the Guarantor, and together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the Guarantor, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the Guarantor, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and Guarantor, of its the Guarantor attaching the by-laws of the Borrower or Guarantor, as applicable and of its the Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantor. (iv) A certificate, signed by the chief financial officer Treasurer or treasurer the Chief Financial Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuingcontinuing and setting forth the Guarantor’s Xxxxx’x Rating and the S&P Rating as of the Closing Date. (v) A written opinion of Borrower’s counsel to the Borrower and the Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower, the Guarantor, the Administrative Agent and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders such requesting Lender and the Credit Note payable to the order of LaSalleSwing Line Note. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrower 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (the following, all in form and substance satisfactory to the Agent and the Lenders, with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorincorporation, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationorganization for each Loan Party. (ii) Copies, certified by the its Secretary or Assistant Secretary of Borrower and GuarantorSecretary, of its each Loan Party's by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Credit Documents to which such Loan DocumentsParty is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor such Loan Party authorized to sign the Credit Documents to which such Loan DocumentsParty 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 Borrower or Guarantorsuch Loan Party. (iv) A certificate, signed by the chief financial officer or treasurer Chief Financial Officer of the Borrower, stating that on the initial Borrowing Credit Extension Date (A) no Default or Unmatured Default has occurred and is continuing, (B) the representations and warranties set forth in the Credit Documents are true and correct in all material respects on such date, and (C) all conditions set forth in this Article IV have been satisfied or waived in writing by the Required Lenders. (v) A written opinion of Borrower’s and Guarantor’s counselcounsel for the Loan Parties, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18Subsidiary Guaranty signed by the duly authorized officers of the Subsidiaries that are parties thereto. (ix) The fees due Borrower Pledge Agreement duly executed by an Authorized Officer of the Borrower, together with (i) all stock certificates and payable other instruments and documents representing the "Pledged Securities" (as defined in accordance with the Fee Letters. (xBorrower Pledge Agreement) Evidence that the Existing Credit Agreement has been terminatedaccompanied by instruments of transfer and stock powers endorsed in blank, and that all amounts outstanding thereunder have been paid (ii) Uniform Commercial Code financing statements naming the Borrower as "debtor" and the Agent, for the ratable benefit of the Lenders, as the "secured party" and covering the "Collateral" (as defined in fullthe Borrower Pledge Agreement), evidencing a first priority pledge of and security interest in such "Pledged Securities. (xi) Such other documents as any Lender or its counsel may have reasonably requested."

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has the Loan Parties have furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):. (i) This Agreement or counterparts hereof shall have been duly executed by the Borrower, the Agent and the Lenders; and the Agent shall have received duly executed copies of the Loan Documents and such other documents, instruments, agreements and legal opinions as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, each in form and substance reasonably satisfactory to the Agent. (ii) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Loan Party, together with all amendments, and a certificate of existencegood 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 Agent or any Lender to verify the identity of each Loan Party as required by Section 326 of the USA PATRIOT Act. (iiiii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Loan Party, 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 DocumentsDocuments to which each Loan Party is a party. (iiiiv) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor each Loan Party authorized to sign the Loan DocumentsDocuments to which such Loan Party 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 Borrower or Guarantorsuch Loan Party. (ivv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of Borrower’s and Guarantor’s the Loan Parties' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vivii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) 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 5.18. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence that the Existing Credit Agreement has been terminated, and that Each Loan Party shall have delivered executed copies of all amounts outstanding thereunder have been paid in fullLoan Documents to which it is a party. (xi) Such The Agent shall have received all Lien and other searches that the Agent deems necessary, the Loan Parties shall have delivered UCC termination statements or amendments to existing UCC financing statements with respect to any filings against the Collateral as may be requested by the Agent and shall have authorized the filing of such termination statements or amendments, the Agent shall have been authorized to file any UCC financing statements that the Agent deems necessary to perfect its Liens in the Collateral and Liens creating a first priority security interest in the Collateral in favor of the Agent shall have been perfected. (xii) The Agent shall have completed its business due diligence and the Loan Parties' corporate structure, capital structure, material accounts and governing documents shall be acceptable to the Agent. In addition, the terms and conditions of all Indebtedness of each Loan Party shall be acceptable to Agent. (xiii) The Borrower shall have delivered evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Agent and otherwise in compliance with the terms of Section 6.7. (xiv) The Loan Parties shall have delivered such other documents as the Agent, any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders and the LC Issuer shall not be required Issuers to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of the Borrower and the Guarantor, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the Guarantor, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the Guarantor, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor, of its the by-laws of the Borrower or the Guarantor, as applicable, and of its the Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Borrower and the Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Guarantor. (iv) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that (A) on the initial Borrowing Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article VI are true and correct in all material respects as of the date hereof. (v) A written opinion of Borrower’s counsel to the Borrower and the Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Executed counterparts of this Agreement executed by the Borrower, the Guarantor, the Administrative Agent, each Issuer and each Lender. (vii) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders such requesting Lender and the Credit Note payable to the order of LaSalleSwing Line Note. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Great Plains Credit Agreement and the KCPL Credit Agreement. (x) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrower 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make ------------------------ the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to October 22, 1999, the Upfront Fees are paid to the Lenders in immediately available funds and the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 and each Guarantor, of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The fees due Pledge and payable in accordance with Security Agreement and the Fee LettersGuaranty. (x) Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the Existing AmSouth Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullfull and all commitments thereunder have terminated and all liens granted in connection therewith have been released, including any UCC termination statements or releases executed in connection therewith. (xi) Evidence satisfactory to the Agent that the Borrower and each Subsidiary have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such Subsidiary's operations and prospects and such other information as the Agent deems reasonably necessary to successfully syndicate the Loans hereunder. (xii) A final copy of the Working Capital Credit Agreement. (xiii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower 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 DocumentsDocuments to which Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and such Guarantor authorized to sign the Loan DocumentsDocuments to which Borrower and each Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s 's and Guarantor’s Guarantors' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18Collateral Documents, fully executed by all parties thereto. (ix) The fees due and payable insurance certificate described in accordance with the Fee LettersSection 5.21. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, which may be dated more than ninety (90) days from the hereof, and a certificate of existencegood standing, dated within ninety (90) days of the date hereof, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s counsel to the Borrower and the Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by of Exhibit A, together with such other opinions regarding perfection of security interests as the Administrative AgentAgent may have reasonably requested. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 Copies of documentation provided in Section 5.18. Items (ix) The fees due and payable in accordance with the Fee Letters. i), (x) Evidence that the Existing Credit Agreement has been terminatedii), and that all amounts outstanding thereunder have been paid (iii) (modified in fullthe event of entities other than corporations) for each Guarantor. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The fees due Borrower shall have delivered accurate and payable complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in accordance connection therewith, including any amendments thereto, together with a certificate of the Fee LettersBorrower with respect to such matters relating to those agreements as required by the Agent. (x) Evidence that the Existing The 364-Day Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullshall close simultaneously with this Agreement. (xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension. (xii) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower 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 DocumentsDocuments to which Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and such Guarantor authorized to sign the Loan DocumentsDocuments to which Borrower and each Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s Guarantors’ counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18Collateral Documents, fully executed by all parties thereto. (ix) The fees due and payable insurance certificate described in accordance with the Fee LettersSection 5.21. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, Copies certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) Evidence,in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals necessary for it to enter into the Loan Documents. (v) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vivii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due Evidence,in form and payable substance satisfactory to the Agent, of the termination of the Existing Agreement and the repayment in accordance with full of all outstanding obligations of the Fee LettersBorrower thereunder (it being understood that the Existing LC shall become a Letter of Credit hereunder on the date of this Agreement). (x) Evidence that If the Existing initial Credit Agreement has been terminatedExtension will be the issuance of a Letter of Credit, and that all amounts outstanding thereunder have been paid in fulla properly completed Letter of Credit Application. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation or articles of organization, as applicable, of the Borrower and Guarantorthe Existing Subsidiaries, together with all amendments, and a certificate of good standing or existence, as applicable, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation as well as any other information required by Section 326 of the USA PATRIOT Act or necessary for the Agent or any Lender to verify the identity of Borrower or any Existing Subsidiary as required by Section 326 of the USA PATRIOT Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and Guarantorthe Existing Subsidiaries, of its their by-laws or operating agreement, as applicable, and of its Board of Directors’ resolutions and of the resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower and the Existing Subsidiaries are a party. (iii) An incumbency certificate, certificate executed by the Secretary or Assistant Secretary of the Borrower and Guarantor, the Existing Subsidiaries which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor the Existing Subsidiaries authorized to sign the Loan DocumentsDocuments to which the Borrower and the Existing Subsidiaries are a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or Guarantorand Existing Subsidiary, as applicable. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders in form and LC Issuer in the form approved by the Administrative Agentcontent acceptable to Lenders. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructionsAny amendments or modifications to, in substantially or restatements of, the form of Exhibit D, addressed to the Administrative Agent and signed Collateral Documents as requested by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedAgent. (viii) The Guaranty. (ix) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters5.21. (x) Evidence that If the Existing initial Credit Agreement has been terminatedExtension will be the issuance of a Facility LC, and that all amounts outstanding thereunder have been paid in fulla properly completed Facility LC Application. (xi) Such UCC and mortgage search information as deemed advisable by Agent. (xii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with all fees required to be paid to the Lenders on the date hereof, evidence that all obligations under the Existing Credit Facility have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and all of the following, in form and substance satisfactory to the Administrative Agent (with and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) 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. (x) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Notes A Note issued by the Borrower pursuant to Section 2.13 payable to the order of each Bank One in the original principal sum of the Lenders and the Credit Note payable to the order of LaSalle$75,000,000. (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 5.185.20. (ix) A Purchase and Sale Agreement among Stream Gas Co., The fees due Church in Austin, The Church in Oklahoma City and payable Equity Oil Company dated as of April 4, 2002, for the acquisition of certain producing oil and gas properties located in accordance with Yolo County, California (the Fee Letters"Yolo County Properties"), which agreement shall be fully executed and otherwise be satisfactory in form and substance to the Agent. (x) Evidence that An affidavit executed by the Existing Credit Agreement has been terminatedBorrower relating to the Yolo County Properties in the form of Exhibit F attached hereto (the "Affidavit of Payment of Trade Bills"), and that all amounts outstanding thereunder have been paid in fullcontaining the information as provided therein, which shall be satisfactory to the Agent. (xi) A certificate with respect to the Yolo County Properties in the form of Exhibit D attached hereto (the "Property Certificate") containing the information as provided therein, which shall be satisfactory to the Agent. (xii) Receipt of title opinions and other title information and data acceptable to the Lender covering the Yolo County Properties, reflecting title to the Mineral Interests of the Borrower therein which is acceptable to the Agent. (xiii) Receipt of a notice in compliance with the provisions of Section 26.02 of the Texas Business and Commerce Code (the "Section 26.02 Notice"). (xiv) A mortgage or deed of trust (an "Oil and Gas Mortgage"), which shall be in form and substance satisfactory to the Agent pursuant to which the Borrower mortgages to the Agent its entire Mineral Interests in the Yolo County Properties. (xv) The amendment of all existing mortgages and deeds of trust previously executed by the Borrower in favor of Bank One, individually, to reflect that such Mortgaged Properties now secure all of the Obligations hereunder and that the beneficiary thereof is the Agent, all pursuant to one or more mortgage or deed of trust amendments (each a "Mortgage Amendment"), which shall be satisfactory in form and substance to the Agent. (xvi) Canadian Collateral Security Documents, which shall be satisfactory in form and substance to the Agent. (xvii) Evidence satisfactory to the Agent that the Borrower is in compliance with the representation set forth in Section 5.22 of this Agreement. (xviii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. (a) The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) This Agreement, executed by an Authorized Representative of each party hereto. (ii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender executed by an Authorized Representative of the maker thereof. (iii) The Pledge and Security Agreements, together with UCC financing statements and stock certificates representing all of the issued and outstanding capital stock of each of the Guarantors (with stock powers duly endorsed in blank), in each case, executed by an Authorized Representative of each party thereto. (iv) The Mortgages with respect to the real property identified on Schedule 4.1 (iv), in each case executed by an Authorized Representative of each party thereto, together with such surveys and title insurance policies as the Agent may require. (v) The Guaranty executed by an Authorized Representative of each of the Guarantors. (vi) The Intercompany Subordination Agreement and the Subordination Agreement, each executed by an Authorized Representative or authorized representative of each party thereto. (vii) A true and complete copy of the Seller Agreements and the Mega Marts Notes, which Seller Agreements and Mega Marts Notes shall be in form and substance reasonably satisfactory to the Agent and the Required Lenders, together with a certificate executed by an Authorized Person of the Borrower, certifying that the transactions contemplated by the Seller Agreements have been consummated substantially in accordance with their terms. (viii) Copies of the articles or certificate of incorporation of the Borrower and Guarantoreach of the Guarantors, together with all amendments, and a certificate of existencegood standing or current status, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporation. (iiix) Copies, certified by the Secretary or Assistant Secretary of the Borrower and Guarantoreach of the Guarantors, of its 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 DocumentsDocuments to which the Borrower and each of the other Loan Parties is a party. (iiix) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and Guarantoreach of the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers Representatives and any other officers of the Borrower and Guarantor the Guarantors authorized to sign the Loan DocumentsDocuments to which each of the Borrower and the Guarantors is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or a Guarantor. (ivxi) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuingcontinuing and that there has been no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Loan Parties since January 1, 2000. (vxii) A written opinion of Borrower’s and Guarantor’s the Loan Parties' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agentof Exhibit 4.1(xii). (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (viixiii) Written money transfer instructions, in substantially the form of Exhibit D4.1(xiii), addressed to the Administrative Agent and signed by an Authorized OfficerRepresentative, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixiv) The Evidence that there is no suit, action, injunction or restraining order which, in the reasonable judgment of the Agent: (a) seeks to prohibit the making of the Loans, and (b) that if adversely determined against any Loan Party, would have a Material Adverse Effect. (xv) Information satisfactory to the Agent and the Required Lenders regarding the Agent's due diligence investigation of the Loan Parties, including without limitation, information pertaining to the Loan Parties' Contingent Obligations, contractual obligations, compliance with Environmental Laws (including compliance with the terms set forth in the Agent's Environmental Policy) and other legal (including all applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve System) and regulatory matters, joint venture liability, products liability exposure, and intellectual property and license agreements. (xvi) Audited financial statements for the 1997 and 1998 fiscal year ends of each of Mega Marts, Inc. and Ultra Mart, Inc., and unaudited financial statements for the 1999 fiscal year end of Ultra Mart, Inc. (xvii) Pro forma opening financial statements and updated projections giving effect to the Borrower's acquisitions of Mega Marts, Inc. and Ultra Mart, Inc., together with such other information as the Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma opening financial statements and updated projections (a) which must not be materially less favorable, in the Agent's reasonable judgment, than the projections previously delivered by the Borrower to the Agent and (b) which must demonstrate, in the Agent's reasonable judgment, that the Borrower can repay its Obligations as and when due and can comply with the financial covenants set forth in Section 6.2.14 of this Agreement. (xviii) Evidence satisfactory to the Agent that all of the Loan Parties' obligations under all existing bank credit facilities and all senior note agreements have been indefeasibly paid in full and that all committed and uncommitted credit facilities have been terminated. (xix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xx) Evidence of the insurance certificate coverage described in Section 5.186.1.3. (ixxxi) The fees due and payable in accordance with General Intangibles Mortgage executed by an Authorized Representative of the Fee LettersBorrower. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixxii) Such other documents as any Lender or its counsel may have reasonably requested. (b) In addition to the deliveries required under Section 4.1(a), the Lenders shall not be required to make the initial Credit Extension hereunder unless: (i) the Borrower has delivered or caused to be delivered executed lessor's agreements in form and substance satisfactory to the Agent for each of the locations identified on Schedule 4.1(b)(i) hereto (Warehouses), and (ii) the Borrower demonstrates to the Agent's reasonable satisfaction that it has used reasonable commercial efforts to obtain executed lessor's agreements in form and substance satisfactory to the Agent for each of the locations identified on Schedule 4.1(b)(ii) hereto (Leased Store Locations). (c) Notwithstanding any term contained herein to the contrary, within sixty (60) days of the Closing Date, the Borrower shall furnish to the Agent (with sufficient copies for the Lenders), the audited financial statements for the 1999 fiscal year of Mega Marts, Inc.

Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders and the LC Issuer shall not be required Issuers to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: .CHAR1\1170499v7 (i) Copies of the articles or certificate of incorporation of the Borrower and Guarantorthe GuarantorParent, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the GuarantorParent, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the GuarantorParent, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the GuarantorParent as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower and Guarantorthe GuarantorParent, of its by-laws the by‑laws of the Borrower or the GuarantorParent, as applicable, and of its the Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or the GuarantorParent is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the Borrower and Guarantorthe GuarantorParent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor the GuarantorParent authorized to sign the Loan DocumentsDocuments to which the Borrower or the GuarantorParent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or Guarantorthe GuarantorParent. (iv) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that (A) on the initial Borrowing Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article VI are true and correct in all material respects as of the date hereof. (v) A written opinion of Borrower’s counsel to the Borrower and Guarantor’s counselthe GuarantorParent, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Executed counterparts of this Agreement executed by the Borrower, the GuarantorParent, the Administrative Agent, each Issuer and each Lender. (vii) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders such requesting Lender and the Credit Note payable to the order of LaSalleSwing Line Note. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Great Plains Credit Agreement and the KCPL Credit Agreement. (x) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the .CHAR1\1170499v7 Borrower 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has the Loan Parties have furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):. (i) This Agreement or counterparts hereof shall have been duly executed by the Borrower, the Agent and the Lenders; and the Agent shall have received duly executed copies of the Loan Documents and such other documents, instruments, agreements and legal opinions as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, each in form and substance reasonably satisfactory to the Agent. (ii) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood 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 Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT Act. (iiiii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iiiiv) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (ivv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vvi) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vivii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) 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 5.18. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence that the Existing Credit Agreement has been terminated, and that The Borrower shall have delivered executed copies of all amounts outstanding thereunder have been paid in fullLoan Documents to which it is a party. (xi) Such The presentation of evidence satisfactory to the Agent that the Credit Agreement dated September 7, 2004, as amended, among the Borrower, and the lenders party thereto and the agent named therein shall have been terminated and all liens granted thereunder shall have been released and all indebtedness, has, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (xii) The Agent shall have completed its business due diligence and the Borrower's corporate structure, capital structure, material accounts and governing documents shall be acceptable to the Agent. (xiii) The Borrower shall have delivered such other documents as the Agent, any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless unless: 4.1.1. The Borrower has furnished to the Administrative Agent (the following, with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s counsel to the Borrower and Guarantor’s counselthe Guarantors, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit E. (vi) Revolving Credit Notes A Note payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLender. (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) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The Guaranty and the Collateral Documents described in the Security Schedule. (x) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full5.19. (xi) Initial Engineering Report. (xii) A copy of each Merger Document duly executed and delivered by each party thereto. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The following additional conditions shall have been satisfied: (i) The Merger shall have been consummated. (ii) All fees and expenses owing by Borrower or its Subsidiaries to Administrative Agent shall have been paid, including attorneys fees. (iii) Borrower shall have deposited $16,500 with counsel for Administrative Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the assignments and amendments of the Collateral Documents described in the Security Schedule and the related UCC-3 financing statements, as provided pursuant to Section 12.6. If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to the Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 12.6.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make ------------------------ the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to October 22, 1999, the Upfront Fees are paid to the Lenders in immediately available funds and the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 and each Guarantor, of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of such requesting Lender (including the Lenders and the Credit Swing Line Note payable to the order of LaSallethe Swing Line 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 5.18Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The fees due Pledge and payable in accordance with Security Agreement and the Fee LettersGuaranty. (x) Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the Existing AmSouth Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullfull and all commitments thereunder have terminated and all liens granted in connection therewith have been released, including any UCC termination statements or releases executed in connection therewith. (xi) Evidence satisfactory to the Agent that the Borrower and each Subsidiary have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such Subsidiary's operations and prospects and such other information as the Agent deems reasonably necessary to successfully syndicate the Loans hereunder. (xii) A final copy of the Acquisition Credit Agreement. (xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xiv) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder or to renew the Credit Enhancement Letters of Credit unless the Borrower has furnished to the Administrative Agent (Agent, with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Closing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) The Revolving Credit Notes and the Term Notes, executed by the Borrower payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLender. (vii) The Collateral Documents, executed (and acknowledged where applicable) by the Borrower. (viii) The Guaranty, executed by the Guarantor. (ix) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that Copies of the Existing Credit Agreement has been terminatedarticles or certificate of incorporation of the Guarantor, together with all amendments, and that all amounts outstanding thereunder have been paid a certificate of good standing, each certified by the appropriate governmental officer in fullits jurisdiction of incorporation. (xi) Copies, certified by the Secretary or Assistant Secretary of the 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 Guarantor is a party. (xii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Guarantor, which shall identify by name and title and bear the signatures of the officers of the Guarantor authorized to sign the Loan Documents to which the Guarantor is a party. (xiii) Evidence satisfactory to the Agent and the Lenders that the liens and security interests granted to the Agent under the Collateral Documents are first and prior perfected lien and security interests, subject only to the liens, security interests and encumbrances permitted under Section 6.15. (xiv) Endorsements to the title policies previously provided to Bank One with regard to the 0000 Xxxxxxxxxxx Mortgage, the 0000 Xxxxxxxxxxx Mortgage-Warehouse, and the 0000 Xxxxxxxxxxx Mortgage-Mfg. (i) advancing the effective dates of such policies to the date of recording of the Mortgages, (ii) providing that the insured party is the Agent, for the benefit of the Lenders, and (iii) providing that the insured mortgages are the Mortgages. (xv) If an initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Term Loan Lenders and the LC Issuer shall not be required to make the Term Loans, the Revolving Loan Lenders shall not be required to make any initial Revolving Credit Extension Advance, the Swing Line Lender shall not be required to make Swing Line Loans, no LC Issuer shall be required to issue a Facility LC hereunder unless the Borrower has furnished (if applicable) to the Administrative Agent (Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the case of all documents):Agent: (ia) Copies of the articles or certificate of incorporation (or other comparable constituent document) of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, together together, in each case, with all amendments, and a certificate of existencegood standing, each both 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, 31 U.S.C. Section 5318 or otherwise necessary for the Agent or any Lender to verify the identity of the Borrower and the initial Obligor Subsidiaries as required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318. (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, of its by-laws (or other comparable governing document) 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 DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and Guarantor each initial Obligor Subsidiary, as applicable, authorized to sign the Loan Borrower Credit Documents, Subsidiary Guaranties and initial Collateral Documents, as applicable, and, in the case of the Borrower, to make Credit Extensions hereunder, upon which certificate the Administrative Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (ivd) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date (i) no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) no material adverse change in the business, financial condition, operations or prospects of the Borrower’s or any of the Borrower’s Subsidiaries’ has occurred since the Borrower’s consolidated financial statements as of December 31, 2004. (ve) The written opinions of Xxxxx Xxxx LLP, U.S. counsel to the Borrower and the initial Obligor Subsidiaries, and, to the extent requested by the Agent, each Material Foreign Subsidiary’s foreign counsel (if any), dated as of the Initial Funding Date and in the forms of the opinions attached hereto as Exhibit E, in each case addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable. (f) A written opinion of Borrower’s and Guarantor’s counselforeign counsel with respect to each Pledge Agreement (if any) to be delivered on the Initial Funding Date, addressed to the Administrative AgentAgent and the Lenders, in form and substance satisfactory to the Lenders and LC Issuer in the form approved by the Administrative Agent. (vig) Revolving Credit Notes payable A compliance certificate in substantially the form of Exhibit F hereto signed by the Borrower’s chief financial officer showing the calculations necessary to the order determine compliance with Sections 6.20, 6.21 and 6.22 of each of the Lenders and the Credit Note payable to the order of LaSallethis Agreement. (viih) Written money transfer instructions, in substantially the form of Exhibit DG 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. (viiii) The insurance certificate described in Section 5.18. (ix) The fees due Evidence satisfactory to the Agent and payable in accordance its counsel that, concurrently with the Fee Letters. Borrower’s receipt of the initial Advance hereunder: (x1) Evidence that the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) or converted into the relevant Loans hereunder and (2) any and all lender commitments under the Existing Credit Agreement has shall have been terminated, and that all amounts outstanding thereunder have been paid in full. (xij) The Lenders, the Arrangers and the Agent shall have received (i) all fees required to be paid and (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the date hereof or the Initial Funding Date (as applicable). (k) Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof. (l) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedrequested including, without limitation, updates to the Schedules hereto reflecting changes that result from the Xxxxxx Industries Acquisition, reaffirmations of the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this Agreement. (m) The Xxxxxx Industries Acquisition shall have been consummated, substantially concurrently with the making of the initial Loans, in compliance with the following terms and conditions: (i) All governmental and material third party approvals (including landlords’ consents, customer supply agreements consents, Xxxx-Xxxxx-Xxxxxx clearance, German and Norwegian antitrust clearance and other consents) necessary or, in the reasonable discretion of the Agent, advisable in connection with the Xxxxxx Industries Acquisition, the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries (including shareholder approvals, if any) shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Xxxxxx Industries Acquisition or the financing thereof. (ii) There shall be no injunction or temporary restraining order which, in the reasonable judgment of the Agent would prohibit the funding of the Term Loans or the consummation of the Xxxxxx Industries Acquisition; and there shall be no litigation which would reasonably be expected to result in a material adverse effect on the Target and its subsidiaries, taken as a whole. (iii) The Xxxxxx Industries Acquisition shall be consummated in accordance with the terms of the Xxxxxx Industries Acquisition Merger Agreement and all applicable requirements of the law. (iv) In order to finance the Xxxxxx Industries Acquisition, the Borrower shall have, on or prior to the Initial Funding Date, caused to be released from escrow and received the net cash proceeds from the Senior Subordinated Notes. (v) The Agent shall have received the most recent audited financial statements for the Target. (vi) Each of the Lenders shall have received consolidating pro forma balance sheets and income statements of the Borrower as of the date of the most recently completed publicly reported consolidated quarterly balance sheet of the Borrower, giving effect to the Xxxxxx Industries Acquisition and the financings contemplated thereby (including pursuant to this Agreement) as if such transactions had occurred on such date, prepared in accordance with Regulation S-X under the Securities Exchange Act of 1934 (as amended from time to time) for a registration statement on Form S-1. Each of the Arrangers and the Agent shall have received the written permission of the Borrower to include each of the financial statements and financial projections referred to in the commitment letter related hereto in any marketing materials prepared in connection with this Agreement. (vii) The Agent shall have reviewed a copy of any fairness opinion relating to the terms of the Xxxxxx Industries Acquisition, if any such opinion is delivered in connection with the Xxxxxx Industries Acquisition. (viii) The Agent shall have received a certificate from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the Xxxxxx Industries Acquisition, the Borrower is solvent and will be solvent subsequent to incurring the indebtedness in connection with the Xxxxxx Industries Acquisition, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businesses. (ix) The Agent shall have received evidence satisfactory to it of the prepayment of all obligations under existing loan facilities of the Target and its subsidiaries pursuant to payoff letters in form and substance reasonably satisfactory to the Agent and its counsel. The consummation of the Xxxxxx Industries Acquisition and related transactions (financing or otherwise) shall not trigger any change of control rights under any indebtedness to remain outstanding after the Initial Funding Date. (x) There shall not exist (pro forma for the Xxxxxx Industries Acquisition and the financing thereof) any Unmatured Default or Default. Each of the Arrangers and the Agent shall be reasonably satisfied that the Borrower has not failed to comply with any of its material obligations under the commitment letter or the fee letters executed in connection herewith. (xi) No material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Target and its subsidiaries, taken as a whole, shall have occurred since December 31, 2004. The Agent shall notify the Borrower of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, if the foregoing conditions are not satisfied (or waived pursuant to Section 8.3 and Section 8.4) at or prior to 5 p.m., Chicago time, on December 15, 2005, then, in such event, the Commitments and this Agreement (other than those provisions hereof which by their terms survive termination) shall terminate at such time (it being understood and agreed that, notwithstanding such termination, the Existing Credit Agreement shall continue to remain in full force and effect in accordance with its terms).

Initial Credit Extension. The obligation of the Lenders and (or, if applicable, the LC Issuer shall not be required Issuer) to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) all obligations of the Borrowers under the Existing Credit Facility have been (or concurrently with the initial Credit Extension will be) paid in full; and (ii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to any Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following documents (with sufficient copies for the Lenders, in the case of all documentseach Lender): (i) Copies of the articles or certificate of incorporation of Borrower and Guarantoreach Borrower, together with all amendmentsamendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower, and a certificate certificates of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction the jurisdiction(s) of incorporationincorporation of such Borrower. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantoreach Borrower, of its by-laws such Borrower's bylaws and of resolutions of its Board of Directors’ resolutions and of resolutions or actions of any other body Directors authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer an Authorized Officer of BorrowerPHI, stating that on the date of the initial Borrowing Date Credit Extension no Default or Unmatured Default has occurred and is continuingcontinuing with respect to any Borrower. (v) A written opinion of Borrower’s and Guarantor’s counselinternal counsel to PHI, addressed to the Administrative Agent, the Lenders and LC Issuer substantially in the form approved by the Administrative Agentof Exhibit D-1. (vi) Revolving Credit A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of Xxxxxxxxx & Xxxxxxx, special New York counsel to the Borrowers, substantially in the form of Exhibit D-5. (x) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullrequesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Credit Extensions hereunder. (xii) Such other documents as any Lender or its counsel may have reasonably requestedrequest.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, duly certified, executed by the parties thereto, acknowledged and in the case of all documents):recordable form, as applicable: (i) Copies of the articles Articles or certificate of incorporation of the Borrower and Guarantoreach of the Initial Guarantors, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) CopiesFor the Borrower and each of the Initial Guarantors, copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Person, 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 DocumentsDocuments to which such Person is a party. (iii) An For the Borrower and each of the Initial Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Person, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor the such Person authorized to sign the Loan DocumentsDocuments to which such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s Xxxx Xxxxxxxx Xxxxx Xxx & Xxxxxxxx, PC, counsel to the Borrower and Guarantor’s counselthe Initial Guarantors, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit G. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DH, 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) From the Borrower, the documents, instruments and agreements required pursuant to Section 2.20(i). (ix) From each of the Initial Guarantors, the documents, instruments and agreements required pursuant to Section 2.20(ii). (x) From EDS Information Services, LLC, such consents to assignment, attornment and other agreements as the Agent shall require. (xi) The insurance certificate described in Section 5.185.20 accompanied by certificates of the issuers of the insurance described therein evidencing that the Agent for the benefit of the Credit Providers is named as a loss payee and additional insured, as applicable, thereunder. (ixxii) The fees due Acknowledgment copies of all UCC-1 financing statements required by the Agent to be filed hereunder prior to the initial Credit Extension, each accompanied by a UCC search showing such financing statement as duly filed and payable in accordance with evidencing the Fee Lettersfirst priority of the security interest of the Agent for the benefit of the Credit Providers perfected thereby. (xxiii) An appraisal of the Real Property in form and detail satisfactory to the Agent prepared on the basis of methodology and by the Agent or an independent MAI appraiser acceptable to the Agent and which appraisal has been reviewed and approved by the Agent. (xiv) Evidence reasonably satisfactory to the Agent that a title insurance company acceptable to the Existing Credit Agent is irrevocably and unconditionally committed to issue a title insurance policy or policies acceptable to the Agent covering the Real Property on the American Land Title Association Loan Policy (with extended coverage), Form 1970, Amended 10-17-70 showing fee title vested in the Borrower or a Guarantor, with reinsurance as required by the Agent under an ALTA Facultative Reinsurance Agreement has been terminatedwith Direct Access, modified as required by the Agent, with an aggregate liability limit acceptable to the Agent, insuring that each deed of trust or other security document encumbering the Real Property constitutes a valid, fully perfected Lien on the fee or leasehold and appurtenant easement interests in the Real Property, subject only to Permitted Collateral Exceptions, and which contains: (a) full coverage against claims of mechanics’ lienors, (b) no exceptions or conditions other than exceptions and conditions approved in writing by the Agent, and (c) endorsements and such other coverage and affirmative statements as the Agent or its counsel may reasonably require. (xv) Copies of recorded and/or filed releases, reconveyances and terminations of all prior liens, mechanic lien foreclosures and/or lis pendens which appear of record against the Real Property within one hundred twenty (120) days of the Effective Date, and evidence satisfactory to the Agent that all amounts outstanding thereunder such items have been released or reconveyed prior to the Effective Date (it being expressly agreed and understood that, except as expressly agreed to by the Agent prior to the Effective Date, no liens will be permitted to remain by means of indemnification or by delayed reconveyance). (xvi) With respect to any Real Property which is leased or subleased by the Borrower or any Guarantor to another Person, a rent roll, certified by a responsible officer of the Borrower as accurate and complete and setting forth such information regarding the leases and other occupancy agreements to which such Real Property is subject as the Agent may reasonably request. (xvii) Level I environmental reports evidencing an environmental audit of the Real Property performed by an environmental consulting firm acceptable to the Agent to identify the presence of any environmental hazards, including asbestos and other waste, and which audit shall have included (a) a site visit and visual inspection of the Real Property and adjacent properties by a trained professional, (b) a review of applicable historical information about the Real Property and adjacent properties, (c) appropriate inquiries with federal, state and local environmental agencies and/or building departments, and (d) an asbestos survey in which samples were taken and tested of suspected materials. (xviii) Such other information, documents and certifications concerning the Real Property as the Agent may reasonably request, including, without limitation, soils and geological reports, the permanent certificate of occupancy for the Real Property and all interior space therein, any applicable building/zoning code ordinances and zoning maps, and certified engineering reports. (xix) A solvency certificate in form and substance acceptable to the Agent duly executed by a responsible financial officer of the Company. (xx) Evidence satisfactory to the Agent that all fees, costs and expenses which are payable on or before the Effective Date have been, or will on the Effective Date be, paid in full. (xixxi) Evidence reasonably satisfactory to the Agent that all acts and conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in compliance with all applicable laws. (xxii) Evidence satisfactory to the Agent that on the Effective Date and after giving effect to the funding of the initial Loans hereunder: (a) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) the Existing Credit Agreement (other than the “Obligations” with respect to the Existing Letters of Credit) have been paid in full and the credit facility evidenced thereby has been terminated, (b) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) that certain Business Loan Agreement dated March 8, 2001 and the related Promissory Note dated March 2, 2001 between the Borrower and Zions have been paid in full and the credit facility evidenced thereby has been terminated, and (c) such other Indebtedness and Contingent Obligations of the Borrower and its Subsidiaries as the Agent may designate have been paid in full and the credit facilities evidenced thereby have been terminated. (xxiii) A Borrowing Base Certificate dated no earlier than the last day of the calendar month immediately preceding the month in which the Effective Date shall occur. (xxiv) Such other documents as any Lender or its counsel may have reasonably requested. Notwithstanding anything contained herein, in the event the Borrower is unable to timely deliver any of the items required pursuant to this Section 4.1, the Required Lenders may, in their sole and absolute discretion, agree to waive such requirements as a condition to the first Credit Extension hereunder, subject to such conditions as the Required Lenders may elect to impose, including, without limitation, that the Borrower shall deliver the same by a date certain and with the acknowledgement and agreement of the Borrower that the failure of the Borrower to so deliver such items shall be a Default and there shall be no further cure period with respect thereto.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies copies, as requested by the Administrative Agent, for the Lenders, in ) the case of all documents):following: (i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its the applicable jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its by-laws or agreement of limited partnership, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s internal counsel and Guarantor’s external counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed the Lenders in form and substance satisfactory to the Administrative Agent and its counsel. (vi) Any Notes requested by an Authorized Officera Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Executed originals of this Agreement and of the Subsidiary Guaranty substantially in the form attached hereto as Exhibit C, each of which shall be in full force and effect, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedall schedules and exhibits required to be delivered pursuant hereto and thereto. (viii) The insurance certificate described in Section 5.18Evidence that, concurrently with the initial Credit Extension hereunder, the Trademark Subsidiary Promissory Note is being amended on terms satisfactory to the Administrative Agent to confirm that the obligations of the Borrower hereunder constitute “Senior Debt” under such note (and the Administrative Agent and Lenders hereby consent to such amendment). (ix) The fees Evidence that concurrently with the initial Credit Extension hereunder, the Prior Agreement is being terminated and all amounts due and payable in accordance with the Fee Lettersthereunder paid. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender Lender, the LC Issuer or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower (a) the representations and warranties contained in Article V are true and correct in all material respects as of such date and (b) the Company has furnished to the Administrative Agent (Agents with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of the Company, each other Borrower and Guarantoreach Guarantor (each a “Loan Party”), together with all amendmentsamendments thereto, and a certificate of existencegood 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. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantor, each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantoreach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor such Loan Party authorized to sign the Loan DocumentsDocuments to which it is a party and, in the case of the Borrowers, to request Loans hereunder, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe applicable Loan Party. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer officer, treasurer or treasurer vice president of Borrowerfinance of the Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Borrowing Credit Extension 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 in all material respects as of such date and (c) no material adverse change in the business, financial condition or operations of the Company or any of its Subsidiaries has occurred since August 31, 2006. (v) A written opinion of Borrower’s certificate in form and Guarantor’s counsel, addressed substance satisfactory to the Administrative Agent, Agent stating that there exists no injunction or temporary restraining order which would prohibit the Lenders and LC Issuer in making of the form approved by the Administrative Agentinitial Credit Extensions or any litigation seeking such an injunction or restraining order. (vi) Revolving Credit A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes. (vii) Written opinions of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, special counsel to the Borrowers and each Guarantor, in form and substance satisfactory to the Agents and addressed to the Lenders in substantially the form of Exhibit A. (viii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiix) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application. (x) 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. (viiixi) The insurance certificate described in Section 5.18Evidence satisfactory to the Administrative Agent that the Spin-Off Transaction and the Spin-Off Dividend will be consummated substantially simultaneously with the initial Credit Extension hereunder or promptly thereafter. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.

Initial Credit Extension. The Lenders and In the LC Issuer shall not be required to make case of the initial Credit Extension hereunder unless Borrower has furnished to Extension: 5.2.1 receipt by the Administrative Agent (with sufficient copies for of the Lenders, in the case of all documents):following: (i) Copies copies of the articles or Certificate of Incorporation, and all amendments thereto, of the Borrower and each Guarantor, accompanied by a certificate that such copies are correct and complete, issued by the Secretary of State of the state of incorporation or formation of the Borrower and Guarantor, together with all amendments, and each Guarantor dated a certificate of existence, each certified by the appropriate governmental officer in its jurisdiction of incorporation.current date; (ii) Copiescopies of the Bylaws, certified by and all amendments thereto, of the Secretary or Assistant Secretary of Borrower and each Guarantor, accompanied by a certificate that such copies are correct and complete of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution an authorized representative of the Loan Documents.Borrower and each Guarantor dated the Effective Date; (iii) An incumbency certificate, executed by certificates of the Secretary or Assistant Secretary appropriate Governmental Authority of each jurisdiction in which the Borrower and Guarantoreach Guarantor has an executive office or principal place of business, the Borrower or such Guarantor was formed or in which shall identify by name and title and bear any Collateral is located (if the signatures of Borrower or any Guarantor is required to qualify to do business in such state), each dated a current date, to the Authorized Officers and any other officers of effect that the Borrower and each Guarantor authorized is in good standing with respect to sign the Loan Documentspayment of franchise and/or other Taxes and, upon which certificate the Administrative Agent and the Lenders shall be entitled if required by law, is duly qualified to rely until informed of any change transact business in writing by Borrower or Guarantor.such jurisdiction; (iv) A certificatecertificates of incumbencies and signatures of all officers of the Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or a Guarantor, signed executed by an authorized representative of the chief financial officer Borrower or treasurer of Borrowersuch Guarantor, stating that on dated the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.Effective Date; (v) A copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the Board of Directors of the Borrower and each Guarantor, accompanied by a certificate of an authorized representative of the Borrower and each Guarantor that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written opinion consent of, the Board of Borrower’s Directors (or authorized body serving a similar function) of the Borrower and each Guarantor’s counsel, addressed and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Effective Date; 5.2.2 receipt by the Administrative Agent of the documents, instruments and any deliveries described in Section 4.1, each duly executed and delivered by the appropriate Person; 5.2.3 receipt by the Administrative Agent of such title reports as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, the Lenders covering and LC Issuer confirming indefeasible title in the form approved Borrower to no less than 90% of the PV10 Value of the Proved Reserve portion of the Oil and Gas Properties of the Borrower included in the Initial Reserve Report and such other documentation and information reasonably required by the Administrative Agent.Agent to satisfy the Administrative Agent of the status of the title of such portion of the Collateral; 5.2.4 receipt by the Administrative Agent of the results of searches of the UCC records of the state in which the Borrower and each Guarantor was organized and of each state in which any Collateral is situated reflecting no Liens on the Collateral except Liens in favor of the Administrative Agent and Permitted Liens; 5.2.5 receipt by the Administrative Agent of (vii) Revolving satisfactory proof of the Borrower's termination of the Existing Credit Notes payable Facility and any obligations of the Borrower or the lenders thereunder in connection therewith on the Effective Date and (ii) reasonably satisfactory evidence that prior Liens, if any, on any of the Oil and Gas Properties other than Permitted Liens are being released concurrently with the Closing; 5.2.6 receipt by the Administrative Agent of the opinions of counsel to the order of Borrower and each of the Lenders Guarantor in form and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed substance reasonably satisfactory to the Administrative Agent and signed its counsel, including the opinions of local counsel in each jurisdiction in which the Mortgages are to be recorded. The Borrower and each Guarantor hereby requests such counsel to deliver its opinions to the Administrative Agent; 5.2.7 receipt by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The of certificates of insurance certificate described in Section 5.18. (ix) The fees due acceptable to Administrative Agent from the Borrower's insurance broker, confirming insurance for the Borrower and payable in accordance with each Subsidiary as of the Fee Letters. (x) Evidence that Effective Date meeting the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.standards of Section

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension 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, in the case of all documents):: (i) Copies of the restated articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood 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 Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer 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 and (b) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed A. (vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such requesting Lender. (vii) Evidence satisfactory 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 requestedof any required governmental approvals or consents regarding this Agreement. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Amended and Restated Credit Agreement dated December 21, 2005 among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A. as administrative agent, has been terminated, terminated and that all amounts outstanding payable thereunder (other than contingent indemnity obligations) have been paid in full. (xiix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the LendersLenders of each document described below, each in form and substance satisfactory to Agent, and each other condition set forth below has been fulfilled to the case satisfaction of all documents):Agent: (i) Copies of the articles or certificate of incorporation of the Borrower and each Initial Guarantor, together with all amendments, and a certificate of existencegood 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 and each Initial Guarantor, of its by-laws bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which each is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Initial 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 Initial Guarantor authorized to sign the Loan DocumentsDocuments to which each is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Initial Guarantor, as applicable. (iv) A certificate, signed by the chief principal financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (vi) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form of Exhibit 4.1 (vi), subject to such changes as are approved by the Administrative Agent. (vivii) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) Written money transfer instructions, in substantially the form of Exhibit D4.1 (viii), 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 5.18. (ix) The fees due and payable in accordance with One or more Guaranty Agreements entered into by, collectively, each of the Fee LettersInitial Guarantors. (x) Evidence A Compliance Certificate signed on behalf of Borrower. (xi) Borrower shall have paid or caused to be paid (a) to Agent the amount of the Annual Administrative Agent’s Fee required pursuant to the Fee Letter, (b) to Arranger the Arrangement Fee in the amount required by the Fee Letter, (c) to Agent for the ratable benefit of the Lenders according to the Pro Rata Share of each Lender on the date of Closing, a fee (“Upfront Fee”) in the total amount of $175,000, and (d) to Agent the fee of legal counsel to Agent in the amount as heretofore agreed among Borrower, Agent and such counsel. (xii) A financial plan for the Borrower for each of the three consecutive fiscal years of Borrower ending on December 31, 2005. (xiii) The Agent shall have determined that (i) since October 16, 2002, there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally (whether resulting from events prior to or after the Existing date of the commitment) that would likely impair syndication of the Loans hereunder and (ii) the Borrower and each Initial Guarantor have fully cooperated with the Agent’s syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower’s and each Initial Guarantor’s operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder. (xiv) Agent shall have determined that all Indebtedness of Borrower under that certain Credit Agreement has been terminateddated as of March 17, 2000 among Borrower, PNC Bank, National Association as Administrative Agent, Bank One, Indiana, NA as syndication agent and that all amounts outstanding thereunder the other Lenders party thereto, as amended (the “Prior Credit Agreement”), shall have been paid in fullfull and the Prior Credit Agreement terminated and, without limitation, Borrower, Agent and PNC shall have made arrangements satisfactory to Agent for each of the Transferred Letters of Credit to become Facility LCs under this Agreement. (xixv) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 and each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 Guarantor or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor, as the case may be. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s Guarantors’ in-house counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) The Guaranty executed by all Guarantors. (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 5.18. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Credit Agreement has been terminatedFacility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and that terminated all amounts outstanding thereunder have been paid in fullcommitments to make any advances thereunder. (xi) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies copies, as requested by the Administrative Agent, for the Lenders, in ) the case of all documents):following: (i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its the applicable jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its by-laws or agreement of limited partnership, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s internal counsel and Guarantor’s external counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed the Lenders in form and substance satisfactory to the Administrative Agent and its counsel. (vi) Any Notes requested by an Authorized Officera Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Executed originals of this Agreement and of the Subsidiary Guaranty substantially in the form attached hereto as Exhibit C, each of which shall be in full force and effect, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedall schedules and exhibits required to be delivered pursuant hereto and thereto. (viii) The insurance certificate described There shall not have occurred since January 31, 2009 any event or condition that has had or could be reasonably expected, either individually or in Section 5.18the aggregate, to have a Material Adverse Effect. (ix) The fees Evidence that concurrently with the initial Credit Extension hereunder, the Prior Agreement is being terminated and all amounts due and payable in accordance with the Fee Lettersthereunder paid. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender Lender, the LC Issuer or its counsel may have reasonably requested. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the following conditions have been satisfied and/or the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of the Borrower and Guarantoreach Subsidiary, together with all amendments, and a certificate of existencegood 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 and Guarantoreach Subsidiary, 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 DocumentsDocuments to which the Borrower or Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and Guarantoreach Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor each Subsidiary authorized to sign the Loan DocumentsDocuments to which the Borrower and each 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18Security Agreements, creating a first priority security interest on the Collateral. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Lenders of: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders Lenders, and the LC Issuer Issuers, dated as of the Closing Date, in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 0 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders and the LC Issuer shall not be required Issuers to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that (A) on the initial Borrowing Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article V are true and correct in all material respects as of the date hereof. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Executed counterparts of this Agreement executed by the Borrower, the Administrative Agent, each Issuer and each Lender. (vii) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders such requesting Lender and the Credit Note payable to the order of LaSalleSwing Line Note. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Great Plains Credit Agreement and the KCPL GMO Credit Agreement. (x) Written money transfer instructions, in substantially the form of Exhibit DC, 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has the Borrowers have furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of each Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each Borrower 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 DocumentsDocuments to which such Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and or such Guarantor authorized to sign the Loan DocumentsDocuments to which such Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of each Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s the Borrowers' and Guarantor’s 's counsel, addressed to the Administrative AgentLenders in substantially the form of Exhibit E; provided, that, the Lenders Company shall not be required to deliver on the Effective Date an opinion of counsel for Keitxxxx Xxxtruments GmbH or any of the other documents for Keitxxxx Xxxtruments GmbH required pursuant to Section 4.1(i), (ii) and LC Issuer in (iii) above but the form approved by Agent reserves the Administrative Agentright to request such an opinion of counsel and such other documents at any time after the Effective Date. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DF, 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 5.18If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The fees due Collateral Documents duly executed on behalf of the Guarantors granting to the Lenders and payable in accordance with the Fee LettersAgent the support intended to be provided pursuant to Section 2.25. (x) Evidence Copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of any Borrower or any Guarantor in connection with the execution, delivery and performance of the Loan Documents or the transactions contemplated hereby or thereby or as a condition to the legality, validity or enforceability of the Loan Documents, certified as true and correct in full force and effect as of the Effective Date by a duly authorized officer of the Borrowers, or if none is required, a certificate of such officer to that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fulleffect. (xi) The Borrowers shall have paid an arrangement fee to the Agent in an amount agreed to between the Agent and the Borrowers as referenced in Section 10.13. (xii) Such other agreements and documents, and the satisfaction of such other conditions as may be required by the Agent, including without limitation a subrogation and contribution agreement executed by the Borrowers and the Guarantors, such funding instructions, sources and uses certificate and other certificates required by the Agent and such evidence of the perfection and priority of all liens and security interests as required by the Agent. (xiii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required obligation of each Lender to make the its initial Credit Extension hereunder unless is subject to the conditions that such Credit Extension occurs on or before May 31, 1999 and that the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, each dated the date hereof and in form and substance satisfactory to the Agent, the following: (i) This Agreement duly executed by the Borrower, the Lenders and the Agent. (ii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender in the face amount of the Commitment of such Lender. (iii) The Guaranties, each one duly executed by the respective Guarantors, together with a solvency certificate duly executed by the Borrower and the respective Guarantors. (iv) The Security Agreements, each one duly executed by the respective Pledgors or the Borrower. (v) The Stock Pledge Agreement, duly executed by Borrower together with the stock certificates and instruments described in the schedules thereto endorsed in blank (or in the case of all documents):stock certificates, accompanied by appropriate stock powers). (ivi) The Note Pledge Agreements duly executed by Borrower, together with the intercompany promissory notes and other instruments described in the schedules thereto, in each case duly endorsed to the order of the Agent. (vii) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate certificates of existenceexistence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iiviii) Copies, certified by A certificate of the Secretary of the Borrower certifying (a) copies of the resolutions of the Board of Directors or Assistant Secretary the Borrower approving this Agreement, the Notes, the Collateral Documents of the Borrower and Guarantorthe other Loan Documents of the Borrower and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) that attached thereto are true and complete copies of its the by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsBorrower. (iiiix) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (ivx) Copies of the articles or certificate of incorporation of each Obligor (other than the Borrower), together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (xi) A certificate of the Secretary of each Obligor (other than the Borrower) certifying (a) copies of the resolutions of the Board of Directors or such Obligor approving the Loan Documents of such Obligor and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) that attached thereto are true and complete copies of the by-laws of such Obligor. (xii) An incumbency certificate for each Obligor (other than the Borrower), executed by the Secretary of such Obligor, which shall identify by name and title and bear the signatures of officers of such Obligor authorized to sign the Loan Documents to which such Obligor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Obligor. (xiii) A certificate, signed by the chief financial officer or treasurer of the Borrower, (a) stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing, and (b) indicating that after giving effect to this Agreement and the other Loan Documents and to the Acquisitions of the Founding Companies, the Borrower and each Obligor is solvent and is able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its respective business. (vxiv) A written opinion of Borrower’s Andrxxx & Xurtx XXX, counsel to the Borrower and Guarantor’s counselthe other Obligors, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit K. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (viixv) Written money transfer instructions, in substantially the form of Exhibit DE, 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. (viiixvi) The insurance A certificate of an Authorized Officer certifying that attached thereto are true, correct and complete copies of the acquisition agreements for the Acquisitions of the Founding Companies, each of which must be on terms and conditions acceptable to the Agent and the Lenders and as described in Section 5.18the Private Placement Memorandum. (ixxvii) The fees due Evidence of the consummation (including without limitation, that all necessary corporate, regulatory and payable in accordance with legal appprovals have been obtained) of the Fee LettersAcquisition of each Founding Company. (xxviii) Evidence of the issuance of (a) approximately $5,765,000 of the Subordinated Seller Notes, (b) approximately $3,801,000 of the Sponsored Subordinated Notes, and (c) approximately $13,635,000 of Borrower Preferred Stock issued to certain shareholders of Chrixxxxxxxx xxx (d) not less than $30,000,000 under the Subordinated Bridge Facility, in each case prior to or substantially concurrent with the initial Credit Extension hereunder and as presented in Case 2.4. (xix) Evidence that upon the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in fullconsummation of the Acquisitions of the Founding Companies the Available Aggregate Commitment shall be at least $20,000,000. (xixx) Fully completed questionnaire with respect to Year 2000 Issues and related information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (xxi) If the initial Credit Extension will be or will include the issuance of a Facility LC, a properly completed Facility LC Application. (xxii) An insurance binder evidencing appropriate liability and casualty insurance for the Borrower and each of the Founding Companies. (xxiii) Evidence of payment of fees owing to the Lenders. (xxiv) Such other documents as any Lender or its counsel may have reasonably requestedrequest.

Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders and the LC Issuer shall not be required Issuers to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by an Authorized Officer of the chief financial officer or treasurer of Borrower, stating that (A) on the initial Borrowing Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article V are true and correct in all material respects as of the date hereof. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Executed counterparts of this Agreement executed by the Borrower, the Administrative Agent, each Issuer and each Lender. (vii) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders such requesting Lender and the Credit Note payable to the order of LaSalleSwing Line Note. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the KCPL Credit Agreement and the KCPL GMO Credit Agreement. (x) Written money transfer instructions, in substantially the form of Exhibit DC, 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Agent: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 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 DocumentsDocuments to which the Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 DocumentsDocuments to which the Borrower and each Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantor’s Guarantors' counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.185.20. (ix) The fees due and payable in accordance with If the Fee Lettersinitial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders This Agreement shall not become effective and the LC Issuer Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Agent: (i) Copies A copy of the articles or certificate of incorporation of Borrower and Guarantorsuch Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) CopiesA copy, certified by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Xxxxxxxx, 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 DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorsuch Xxxxxxxx, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which 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 Borrower or Guarantorsuch Xxxxxxxx. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of such Borrower, stating that on the initial Borrowing Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date. (v) A written opinion Written opinions of Borrower’s and Guarantor’s Xxxxxxxxx’ legal counsel, addressed to the Administrative Agent, Agent and the Lenders in form and LC Issuer in the form approved by substance reasonably satisfactory to the Administrative Agent. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.15 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Executed counterparts of this Agreement by the Company, Administrative Agent and the Lenders. (ixb) The fees due and payable in accordance with the Fee Letters[Reserved]. (xc) Evidence Payment of the fees and other amounts described in the Fee Letters and all other reasonable fees required to be paid, in each case, that are due on or before the Existing Credit Agreement has been terminated, date hereof and that all amounts outstanding thereunder for which invoices have been paid in fullpresented to the Company at least one Business Day prior to the Closing Date. (xid) Such The Administrative Agent shall have received, (i) at least five days prior to the Closing Date, all documentation and other documents information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) if the Company qualifies as any a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, a Beneficial Ownership Certification, in relation to the Company. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its counsel may have reasonably requestedobjection thereto.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has the Borrowers have furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of each Borrower and each Guarantor, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of each Borrower 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 DocumentsDocuments to which such Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower and or such Guarantor authorized to sign the Loan DocumentsDocuments to which such Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrowerthe Company, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s the Borrowers' counsel and Guarantor’s counselthe Guarantors', addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit H. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DI, 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 5.18If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The fees due and payable in accordance with the Fee LettersA Guaranty duly executed by each Guarantor. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case number of all documents):copies as Agent shall have reasonably requested each of the following documents and (b) each of the following events shall have occurred, as applicable: (i) Copies of the articles or certificate of incorporation of the Borrower and Guarantoreach Material Domestic Subsidiary, together with all amendments, and a certificate of existencegood 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 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 and Guarantoreach Material Domestic Subsidiary, 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 DocumentsDocuments 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 Borrower and Guarantoreach 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 Guarantor each Material Domestic Subsidiary authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer Chief Financial Officer or treasurer Treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, Agent and the Lenders in form and LC Issuer in substance reasonably acceptable to the form approved by the Administrative Agent. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DEXHIBIT E, 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 5.18This Agreement. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in Lenders the case of all documents):following: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit The Notes duly executed by the Borrower payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requestedrequested except as it relates to the Borrower's trade secrets and other proprietary information. The Agent shall provide the Borrower with written confirmation upon satisfaction of the foregoing conditions.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required Lenders' obligation to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent (with sufficient copies for having received on or before the Lendersdate of such initial Credit Extension all of the following documents, each in form and substance satisfactory to the Administrative Agent and in such number of counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each member of the Bank Group, and the Guaranties executed by each Guarantor in the form of Exhibit F-1, or in the case of all documents): (i) Copies the Parent's Guaranty, Exhibit F-2. A certificate of the articles secretary or certificate an assistant secretary of incorporation the Parent certifying, inter alia, (1) to the extent required under the jurisdiction of Borrower its formation, true and Guarantor, together with all amendments, and a certificate correct copies of existence, each certified resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction body of incorporation. the Parent (iiA) Copiesauthorizing the execution, certified delivery and performance by the Secretary or Assistant Secretary of Borrower and Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution Parent of the Loan Documents. Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, (iiiB) An authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent and (C) authorizing Officers of the Parent to execute and deliver the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by this Agreement, (2) the articles of incorporation and bylaws (or other similar charter documents) of the Parent as in effect on and as of the Effective Date and (3) the incumbency certificateand, executed by the Secretary or Assistant Secretary of Borrower and Guarantorif such Officer is an individual, which shall identify by name and title and bear the specimen signatures of the Authorized Officers and of the Parent executing any other officers of Borrower and Guarantor authorized Loan Documents to sign the Loan Documentswhich it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of (1) resolutions executed by the partners of the US Borrower (A) authorizing the execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower, and (C) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or Guarantor. security document contemplated by this Agreement and (iv2) the limited partnership agreement of the US Borrower and all amendments thereto. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. [Reserved]. A certificate of the secretary or an assistant secretary of each Guarantor or the general partner of such Guarantor certifying, inter alia, (1) unless otherwise provided pursuant to Section 6.14, to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such Person or such Person's general partner on behalf of such Person (A) authorizing the execution, delivery and performance by such Person or such Person's general partner on behalf of such Person of the Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (B) authorizing Officers of such Person or such Person's general partner on behalf of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement, (2) the articles of incorporation and bylaws (or other similar charter documents) of such Person or general partner of such Person as in effect on and as of the Effective Date and (3) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person or such Person's general partner on behalf of such Person executing any Loan Documents to which it is a party. A certificate, signed by the chief financial officer or treasurer Treasurer of each Borrower, stating that on the initial Borrowing Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing. (v) A . Favorable written opinion of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in legal opinions substantially the form approved of Exhibit X-0, X-0, X-0, and A-4. Any Note requested by the Administrative Agent. (vi) Revolving Credit Notes a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. If the initial Credit Extension will be, or includes, the issuance of a Facility LC, a properly completed Facility LC Application. The Administrative Agent shall have determined that prior to the Execution Date, and the chief financial officer or Treasurer of the Lenders Parent shall have executed and delivered a certificate certifying that, as of the Credit Note payable Effective Date, there has been no material adverse change in the Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of December 31, 2004 as previously delivered to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Administrative Agent. Payment to the Administrative Agent and signed by an Authorized Officer, together with the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Credit Parties to the Obligations in the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in the form of Exhibit H. Such other related money transfer authorizations documents as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Initial Credit Extension. The Lenders and shall not be required to ------------------------ make the LC Issuer Term Loans or any initial Revolving Credit Advance, the Swing Line Lender shall not be required to make Swing Line Loans and no LC Issuer shall be required to issue a Facility LC hereunder, unless the initial Credit Extension hereunder unless Borrower has furnished (if applicable) to the Administrative Agent (Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the case of all documents):Agent: (ia) Copies of the articles or certificate of incorporation (or other comparable constituent document) of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, together together, in each case, with all amendments, and a certificate of existencegood standing, each both 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, 31 U.S.C. Section 5318 or otherwise necessary for the Agent or any Lender to verify the identity of the Borrower and the initial Obligor Subsidiaries as required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318. (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, of its by-laws (or other comparable governing document) 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 DocumentsBorrower Credit Documents and Subsidiary Guaranties, as applicable. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe initial Obligor Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and Guarantor each initial Obligor Subsidiary, as applicable, authorized to sign the Loan Borrower Credit Documents, Subsidiary Guaranties and initial Collateral Documents, as applicable, and, in the case of the Borrower, to make Credit Extensions hereunder, upon which certificate the Administrative Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (ivd) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date (i) no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) no material adverse change in the business, financial condition, operations or prospects of the Borrower's or any of the Borrower's Subsidiaries' has occurred since the Borrower's consolidated financial statements as of December 31, 2003. (ve) The written opinions of Xxxxx Xxxx LLP, U.S. counsel to the Borrower and the initial Obligor Subsidiaries, and each Material Foreign Subsidiary's foreign counsel (if any), in the forms of the opinions attached hereto as Exhibit E, in --------- each case addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable. (f) A written opinion of Borrower’s and Guarantor’s counselforeign counsel with respect to each Pledge Agreement (if any) to be delivered on the Closing Date, addressed to the Administrative AgentAgent and the Lenders, in form and substance satisfactory to the Lenders and LC Issuer in the form approved by the Administrative Agent. (vig) Revolving Credit Notes payable A compliance certificate in substantially the form of Exhibit F --------- hereto signed by the Borrower's chief financial officer showing the calculations necessary to the order determine compliance with Sections 6.20, 6.21 and 6.22 of each of the Lenders and the Credit Note payable to the order of LaSalle.this Agreement. ------------- ---- ---- (viih) Written money transfer instructions, in substantially the form of Exhibit DG 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. (viiii) The insurance certificate described in Section 5.18. (ix) The fees due Evidence satisfactory to the Agent and payable in accordance its counsel that, concurrently with the Fee Letters. Borrower's receipt of the initial Advance hereunder: (x1) Evidence that the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) or converted into the relevant Loans hereunder and (2) any and all lender commitments under the Existing Credit Agreement has shall have been terminated, and that all amounts outstanding thereunder have been paid in full. (xij) Evidence satisfactory to the Agent of the absence of any material adverse change in the primary or secondary loan syndication markets or capital markets generally. (k) Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof. ---------------- (l) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedrequested including, without limitation, the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this --------- Agreement. (m) The Xxxx Xxxx Acquisition shall have been consummated, substantially concurrently with the making of the initial Loans, in compliance with the following terms and conditions: (i) The Agent shall have received evidence satisfactory to the Agent that the Target's directors and shareholders, and the Borrower's directors, shall have approved the Xxxx Xxxx Acquisition; and all regulatory and legal approvals for the Xxxx Xxxx Acquisition shall have been obtained and all waiting periods with respect thereto shall have expired. (ii) There shall be no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or the consummation of the Xxxx Xxxx Acquisition; and there shall be no litigation which would reasonably be expected to result in a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, or on the Target and its subsidiaries, taken as a whole. (iii) The amounts and forms of the consideration paid in connection with the Xxxx Xxxx Acquisition shall be acceptable to the Agent and the Lenders. (iv) The structure of the Xxxx Xxxx Acquisition and the terms and conditions of the acquisition agreement related thereto shall be acceptable to the Agent (including without limitation the consideration to be paid in the Xxxx Xxxx Acquisition), the representations and warranties in such acquisition agreement shall be accurate in all material aspects as of the date of the Xxxx Xxxx Acquisition closing and the conditions therein shall have been satisfied or waived and the Agent must have received copies of opinions of counsel, if any are delivered in connection with the Xxxx Xxxx Acquisition, satisfactory to it as to the enforceability of such acquisition agreement and its compliance with all applicable law. (v) The Agent shall have received pro forma opening financial --------- statements ("Pro Forma Opening Statements") giving effect to the Xxxx Xxxx Acquisition and projections (the "Updated Projections") updating the projections (the "Earlier Projections") previously provided to the Agent on or about June 16, 2004 together with such information as the Agent may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements and Updated Projections. The Pro Forma Opening Statements and Updated Projections shall demonstrate (in the reasonable judgment of the Agent) together with all other information then available to the Agent, that the ability of the Borrower and its Subsidiaries to repay their debts and satisfy the respective other obligations as and when due and to comply with the financial covenants contained in the Loan Documents has not changed in any material respect from the Earlier Projections. (vi) The Agent shall have reviewed a copy of any fairness opinion relating to the terms of the Xxxx Xxxx Acquisition, if any such opinion is delivered in connection with the Acquisition. (vii) The Agent shall have received a certificate from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the Xxxx Xxxx Acquisition, the Borrower is solvent and will be solvent subsequent to incurring the indebtedness in connection with the Acquisition, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businesses. (viii) The Agent shall have received evidence satisfactory to it of the prepayment of all obligations under existing loan facilities of the Target and its subsidiaries, other than existing loans currently outstanding in China and Germany in an aggregate principal amount not to exceed $15,000,000. (ix) No material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Target and its subsidiaries, taken as a whole, shall have occurred (i) since December 31, 2003 and (ii) since the delivery of the Updated Projections. The Agent shall notify the Borrower of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and the LC Issuer to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.3) at or prior to ----------- 5 p.m., Chicago time, on September 1, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished to the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that all obligations under the Existing Credit Facilities have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief accounting officer or the chief financial officer or treasurer 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 Guarantor’s 's counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Credit Agreement among KCPL, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof. (x) 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. (xi) 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xixii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to ------------------------ make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (Agent, duly executed by the appropriate Persons and with sufficient copies for the Lenders, in the case of all documents):: (i) This Agreement. (ii) To the extent requested by any Lender, the Note payable to such Lender. (iii) The Borrower Security Agreement. (iv) The Pledged Shares outstanding on the date of the initial Credit Extension to the extent certificated or otherwise evidenced by a writing, accompanied by stock transfer powers therefor executed in blank. (v) Acknowledgement copies of all UCC-1 financing statements required to be delivered by the Borrower pursuant to Section 2.25 evidencing the filing of such financing statements in the appropriate offices, in each case accompanied by a UCC Search evidencing the first priority of the security interest in favor of the Agent for the benefit of the Lenders in the collateral described therein the perfection and priority of which is established by such filing. (vi) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iivii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iiiviii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (ivix) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vx) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the Arranger and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit G. --------- (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (viixi) Written money transfer instructions, in substantially the form of Exhibit DH, --------- 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) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (xiii) The insurance certificate described in Section 5.185.21. (ixxiv) The fees due Evidence satisfactory to the Agent that upon the funding of the first Loan, all Indebtedness of the Borrower outstanding under the Existing TRW Facility, as set forth on a demand statement delivered by the holder of such Indebtedness to the Agent and payable the Borrower, will be paid in accordance with full, the Fee Letterscredit facility evidenced thereby terminated and any and all Liens securing the Indebtedness of the Borrower thereunder terminated and released. (xxv) Evidence that to the Existing Credit Agreement has been terminated, Agent and the Arranger that all amounts outstanding thereunder fees required to be paid by the Borrower with the respect to the transactions contemplated thereby on or before the date of the initial Credit Extension have been or will on such date be paid in full. (xixvi) Evidence satisfactory to the Agent that all reasonable and documented costs and expenses, including, without limitation, fees of inside and outside counsel to the Agent required to be paid by the Borrower for which billing statements have been delivered no less than two Business Days' prior to the initial Credit Extension Date have been, or will on such date be, paid in full. (xvii) A Borrowing Base Certificate dated as of the date of the initial Credit Extension, duly executed by an Authorized Officer, demonstrating in form and detail satisfactory to the Agent that the Collateral Value of the Borrowing Base at and as of such date is sufficient to support the Credit Extensions requested for such date. (xviii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder unless Borrower has furnished on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent (with sufficient copies for and each of the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders Lenders, and the LC Issuer Issuers, dated as of the Closing Date, in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or (ii) an event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received from the Parent and the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless Borrower has furnished the following to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):), each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantor, together with all amendments, and a certificate of existence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and 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. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalleLenders. (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 5.18. (ixviii) The fees due and payable in accordance with the Fee LettersLetter. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xiix) Such other documents as any Lender or its counsel may have reasonably requested. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished to the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation., as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. 31 (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer Chief Accounting Officer or treasurer 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 Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the Great Plains Credit Agreement, having terms substantially similar to the terms hereof. (x) Written money transfer instructions, in substantially the form of Exhibit DC, 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension 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, in the case of all documents):: (i) Copies of the restated articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood 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 Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer 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 and (b) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed A. (vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such requesting Lender. (vii) Evidence satisfactory 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 requestedof any required governmental approvals or consents regarding this Agreement. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required Lenders' obligation to make the initial Credit Extension hereunder unless Borrower has furnished is subject to the Administrative Agent (with sufficient copies for having received on or before the Lendersdate of such initial Credit Extension all of the following documents, each in form and substance satisfactory to the Administrative Agent and in such number of counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each member of the Bank Group, and the Guaranties executed by each Guarantor in the form of Exhibit F, or in the case of all documents): (i) Copies the Parent's Guaranty, Exhibit F-2. A certificate of the articles secretary or certificate an assistant secretary of incorporation the Parent certifying, inter alia, (1) to the extent required under the jurisdiction of Borrower its formation, true and Guarantor, together with all amendments, and a certificate correct copies of existence, each certified resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction body of incorporation. the Parent (iiA) Copiesauthorizing the execution, certified delivery and performance by the Secretary or Assistant Secretary of Borrower and Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution Parent of the Loan Documents. Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, (iiiB) An authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent, (C) authorizing Officers of the Parent to execute and deliver the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by this Agreement, and (D) authorizing the Eligible Share Repurchase and (2) the incumbency certificateand, executed by the Secretary or Assistant Secretary of Borrower and Guarantorif such Officer is an individual, which shall identify by name and title and bear the specimen signatures of the Authorized Officers and of the Parent executing any other officers of Borrower and Guarantor authorized Loan Documents to sign the Loan Documentswhich it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence and good standing of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of resolutions executed by the partners of the US Borrower (A) authorizing the execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower, and (C) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or Guarantor. security document contemplated by this Agreement. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (ivor other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. Certificates of appropriate public officials as to (1) the existence of the US Borrower, and (2) the existence and good standing of the General Partner, in each case in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of each Guarantor certifying, inter alia, (1) to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such Person (A) authorizing the execution, delivery and performance by such Person of the Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (B) authorizing Officers of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement and (2) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person executing any Loan Documents to which it is a party. A certificate, signed by the chief financial officer or treasurer Treasurer of each Borrower, stating that on the initial Borrowing Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing. (v) A . Favorable written opinion of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer legal opinions in substantially the form approved of Exhibit A. Any Notes requested by the Administrative Agent. (vi) Revolving Credit Notes a Lender pursuant to Section 2.15 payable to the order of each such requesting Lender. If the initial Credit Extension will be, or includes, the issuance of the Lenders and the Credit Note payable a Facility LC, a properly completed Facility LC Application. The Administrative Agent shall have determined that prior to the order Execution Date, there is an absence of LaSalle. (vii) Written money transfer instructionsmaterial adverse change in the Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of December 31, in substantially 2002 previously delivered to the form of Exhibit D, addressed Administrative Agent. Payment to the Administrative Agent and signed by an Authorized Officer, together with the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Credit Parties to the Obligations in the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in the form of Exhibit H. Such other related money transfer authorizations documents as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the Term Loans or initial Credit Extension Revolving Loans hereunder, the LC Issuers shall not be required to issue the initial Facility LC hereunder and the Swing Loan Lenders shall not be required to make any Swing Loans hereunder, unless (i) such initial Loans are made not later than January 31, 1996; (ii) the Marshalls Acquisition has been consummated (other than the payment of the cash portion of the purchase price from the Loans to be made hereunder); (iii) all fees and expenses payable to the Administrative Agent and the Co-Arrangers required to be paid as of such date have been paid; and (iv) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Agent: (ia) Copies of the articles or certificate of incorporation of each of the Borrower and Guarantorthe Facility Guarantors, together with all amendments, and a certificate of existencegood standing, in each case certified not earlier than 15 Business Days prior to the initial Credit Extension Date by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe Facility Guarantors, of its by-laws and of its Board of Directors’ ' resolutions (and resolutions of resolutions other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent, the Co-Arrangers or actions of any other body Lender) authorizing the execution execution, delivery and performance of the Loan Credit Documents. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and Guarantorthe Facility Guarantors (the signature of which Secretary or Assistant Secretary shall be independently certified by another officer of the applicable Person), which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and Guarantor the Facility Guarantors authorized to sign the Loan DocumentsCredit Documents and, upon which certificate with respect to the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of Borrower, stating that on to request the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion making of Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in the form approved by the Administrative Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Credit Note payable to the order of LaSalle. (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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.Credit

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):Agent: (i) Copies of the articles or certificate of incorporation of the Borrower and each Guarantor, together with all amendments, and a certificate of existencegood 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 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower 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 DocumentsDocuments to which it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and each Guarantor’s 's counsel, addressed to the Administrative Agent, the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 requestedrequested and the payment of all fees required in connection herewith. (viii) The insurance certificate described in Section 5.18All Guaranties signed by the Guarantors. (ix) The fees due Copies of such financial statements of the Borrower and payable its Subsidiaries required by the Agent, together with prospective financial information for the Borrower and its Subsidiaries, in accordance with each case in form and substance satisfactory to the Fee LettersAgent. (x) Evidence The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Existing Credit Agreement has been terminatedFASCO Acquisition and the other transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, and that all amounts outstanding thereunder each of the foregoing shall be in full force and effect. All applicable waiting periods shall have been paid in fullexpired without any action being taken by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the completion of the FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired. (xia) Such other documents as any Lender All conditions precedent to the FASCO Acquisition shall have been satisfied pursuant to the FASCO Acquisition Documents or its counsel may have reasonably requested.waived by the party entitled to do so to the extent permitted by Section 6.2 hereof; (

Initial Credit Extension. The Lenders and the LC Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has paid to the Administrative Agent, the Syndication Agent and the Arrangers, for their respective accounts, the fees required pursuant to the terms of the letters described in Section 10.13 and has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood 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 Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Representatives and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Borrower’s and Guarantor’s counselSidley Xxxxxx Xxxxx & Xxxx LLP, addressed counsel to the Administrative AgentBorrower, the Lenders and LC Issuer in substantially the form approved by of Exhibit A-1, and of Xxxxx X. Xxxxxxxx, Senior Vice President, General Counsel and Assistant Secretary to the Administrative AgentBorrower, in substantially the form of Exhibit A-2, and otherwise in form and substance satisfactory to the Lenders. (vi) Revolving Credit Fully executed counterparts of this Agreement (containing all Exhibits and Schedules in their final form), together with any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerRepresentative, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The insurance certificate described in Section 5.18Properly completed Facility LC Applications for all of the Existing Letters of Credit. (ix) The fees due Evidence, including without limitation a payoff letter in form and payable substance satisfactory to the Administrative Agent, that the Existing Credit Agreements and all commitments thereunder have been terminated, all indebtedness or other obligations thereunder have been fully repaid, and any liens granted in accordance with the Fee Lettersconnection therewith have been released. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall not be required obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder unless Borrower has furnished on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent (with sufficient copies for and each of the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders Lenders, and the LC Issuer Issuers, dated as of the Closing Date, in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or (ii) an event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received from the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless (a) (i) all principal, interest and other amounts outstanding under the Existing Three Year Credit Agreement and the Existing Parent Three Year Credit Agreement shall be repaid and satisfied in full and (ii) all commitments to extend credit thereunder shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Three Year Credit Agreement and the Existing Parent Three Year Credit Agreement and (b) the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in the case of all documents):: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, of its by-laws bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of Borroweran Authorized Officer, stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s 's counsel, addressed to the Administrative Agent, the LC Issuers as of the Closing Date and the Lenders and LC Issuer in substantially the form approved by the Administrative Agent.of Exhibit A. (vi) Revolving Credit Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer shall will not be required to make the initial Credit Extension hereunder unless Borrower unless: 4.1.1. Unit has furnished to the Administrative Agent (at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders, in the case of all documents):: (i) Copies of the articles certificate of incorporation or certificate of incorporation organization or formation, as applicable, of Borrower and Guarantoreach of the Credit Parties, together with all amendments, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporationorganization. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe Credit Parties, of its their respective by-laws or operating agreement or regulations, as applicable, and of its their respective Board of Directors’ ' or members/managers' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which each Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Credit Parties, which shall will identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate with the Administrative Agent and the Lenders shall be being entitled to rely on such certificate until informed of any change in writing by Borrower or Guarantorsuch Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of BorrowerUnit (on behalf of all of the Credit Parties), stating that on the initial Borrowing Credit Extension Date no Default or Unmatured Default has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct and that no Material Adverse Effect has occurred. (v) A favorable written closing opinion of Borrower’s and Guarantor’s counseloutside counsel to the Borrowers, addressed to the Administrative Agent, Agent and the Lenders in form, scope and LC Issuer in the form approved by substance satisfactory to the Administrative Agent. (vi) Revolving Credit Notes This Agreement and a Note payable to the order of each Lender and, the Subsidiary Guaranty by any Material Subsidiary substantially in the form of the Lenders and the Credit Note payable to the order Exhibit E of LaSallethis Agreement. (vii) Written money transfer instructionsArrangements satisfactory to the Administrative Agent, the LC Issuer and any applicable beneficiary concerning payment in substantially full of any Indebtedness owing under the form Existing Credit Agreement to the Existing Lenders, including all interest thereon and that any unexpired letters of Exhibit D, addressed credit issued thereunder have been terminated or otherwise collateralized to the satisfaction of the Administrative Agent and signed by an Authorized Officerthe LC Issuer under the Existing Credit Agreement, together with such other related money transfer authorizations as including evidence satisfactory to Unit and the Administrative Agent may have reasonably requestedof the cancellation of the Commitments issued under the Existing Credit Agreement, termination of the credit facilities established under the Existing Credit Agreement. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents documents, certificates, instruments and information as any Lender or its counsel may have reasonably requestedrequested and satisfactory review by the Lenders of all environmental, litigation, insurance and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and/or the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders. (ix) All facility fees owed to the Lenders and all fees and expenses owing by Borrowers to Administrative Agent will have been paid, including the reasonable attorneys fees and expenses of legal counsel for the Administrative Agent that have been billed and submitted to the Agent as of the Closing Date (such amount payable by Borrowers being subject to the term sheet).

Initial Credit Extension. The Lenders and the LC Issuer Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished to the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders, in the case of all documents):each Lender: (i) Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or an Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) A certificate, signed by the chief financial officer Chief Accounting Officer or treasurer the Chief Financial Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing.. 32 (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, Agent and the Lenders and LC Issuer in the a form approved by reasonably satisfactory to the Administrative AgentAgent and its counsel. (vi) Revolving Credit Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence of the effectiveness of the KCPL Credit Agreement, having terms substantially similar to the terms hereof. (x) Written money transfer instructions, in substantially the form of Exhibit DC, 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 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuer Issuing Banks shall not be required to make the initial Credit Extension hereunder unless the following conditions precedent have been satisfied and the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders, in Lenders and the case of all documents):Issuing Banks: (i) 4.1.1 Copies of the articles or certificate of incorporation of Borrower and Guarantorthe Borrower, together with all amendmentsamendments thereto, and a certificate of existencegood standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) 4.1.2 Copies, certified by the Secretary or Assistant Secretary of Borrower and Guarantorthe 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 DocumentsDocuments to which the Borrower is a party. (iii) 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of Borrower and Guarantorthe Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan DocumentsDocuments 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 Borrower or Guarantorthe Borrower. (iv) 4.1.4 A certificate, signed by the chief financial officer Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or treasurer the Treasurer of the Borrower, stating that on the initial Borrowing Credit Extension 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 in all material respects as of such date and (c) no material adverse change in the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred since December 31, 2003 except for the Disclosed Matters. (v) 4.1.5 A written opinion of the Borrower’s and Guarantor’s 's counsel, in form and substance satisfactory to the Agent and addressed to the Administrative AgentLenders, the Lenders and LC Issuer in substantially the form approved of Exhibit A. 4.1.6 Any Notes requested by the Administrative Agent. (vi) Revolving Credit Notes a Lender pursuant to Section 2.16 payable to the order of each of the Lenders and the Credit Note payable to the order of LaSallesuch requesting Lender. (vii) 4.1.7 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. 4.1.8 The Agent shall have determined that (viiii) The insurance certificate described there is an absence of any material adverse change or disruption in Section 5.18primary or secondary loan syndication markets, financial markets or in capital markets generally that would likely impair syndication of the Loans hereunder, and (ii) the Borrower has fully cooperated with the Agent's syndication efforts, including, without limitation, by providing the Agent with information regarding the Borrower's operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder. (ix) The fees due and payable in accordance with 4.1.9 Evidence satisfactory to the Fee Letters. (x) Evidence Agent that the Existing Credit Agreements shall have been or shall simultaneously with the effectiveness of this Agreement has been terminatedon the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding, if any, and that all other amounts outstanding owed to the lenders or agents thereunder shall have been been, or shall simultaneously with the effectiveness of this Agreement, paid in full. (xi) 4.1.10 Evidence satisfactory to the Agent that the Five-Year Credit Agreement shall have been duly executed by all parties thereto. 4.1.11 All documentation and other information that any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act. 4.1.12 Such other documents as any Lender or its counsel may have reasonably requested.