Common use of Initial Extension of Credit Clause in Contracts

Initial Extension of Credit. Prior to the initial extension hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the Notes; (ii) the fully executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereof; (iii) to the extent not otherwise waived in writing by the Agent, the fully executed Pledge Agreements, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undated; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agent; (v) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (vi) copies of the Certificate of Incorporation or Certificate of Limited Partnership, and all amendments thereto, of the Borrower and each Guarantor, certified by the office of the applicable secretary of state as of the date no earlier than December 1, 2000; (vii) copies of the By-Laws or Limited Partnership Agreement, and all amendments thereto, of the Borrower and each Guarantor certified as true, correct and complete on the date hereof by the Secretary of each Guarantor; (viii) copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower and each Guarantor, respectively, and satisfactory in form and substance to the Agent; (ix) the favorable written opinions of counsel for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counsel; and (x) an incumbency signature certificate for the Borrower and each Guarantor satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (c) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the Existing Lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary or Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the AgentBanks; (ixi) the favorable written opinions of counsel five (5) year projected financial statements for the Borrower and the Guarantors in form and substance satisfactory to the Agent Company and its legal counsel; andSubsidiaries (including a balance sheet and income statement); (xj) a fully executed Internal Revenue Service Form W-9 for the Company; (k) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to all of the Agent.Banks; (bl) an officer’s certificate certifying that no Material Adverse Effect shall have occurred from the January 31, 2021 financial statements already received by the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated conditions set forth in Section 6.1 and consolidating statement Section 6.2 have been satisfied; (m) a fully executed notice of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateralborrowings, the financial condition of the Borrower and its Subsidiariesif any, and the lack of material contingent liabilities of the Borrower and its SubsidiariesNotes hereinabove provided for; (cn) the Agent shall have received financing statementwritten opinion of Brunini, tax and judgment lien search results against Grantham, Grower & Xxxxx, PLLC, counsel for the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full Company and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks Guarantor Subsidiaries, substantially in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all satisfactory to each of the instruments Banks and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000their respective legal counsel; and (ho) the Agent fees agreed to between the Company and the Agent, which shall have received such other agreements, instruments, documents, certificates and opinions as be for the Agent may reasonably requestpro ratable benefit of the Banks.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Banks; (i) (1) projected financial statements for the Company and its Subsidiaries (including a balance sheet and income statement) for each of the fiscal years ending on October 31, 2015, October 31, 2016, October 31, 2017, October 31, 2018, and October 31, 2019, and (2) a closing balance sheet for the Company and its Subsidiaries adjusted to give effect to the initial extensions of credit hereunder, in each case in form and substance acceptable to the Agent; (ixj) the favorable written opinions of counsel a fully executed Internal Revenue Service Form W-9 for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselCompany; and (xk) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations all of the Borrowing Base and compliance calculations Banks. In addition, at the time of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; initial Loan or L/C (cwhichever shall come first) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999hereunder, no material adverse change Material Adverse Effect shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December January 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request2015.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Banks; (i) (1) projected financial statements for the Company and its Subsidiaries (including a balance sheet and income statement) for each of the fiscal years ending on October 31, 2013, October 31, 2014, October 31, 2015, October 31, 2016 and October 31, 2017, and (2) a closing balance sheet for the Company and its Subsidiaries adjusted to give effect to the initial extensions of credit hereunder, in each case in form and substance acceptable to the Agent; (ixj) the favorable written opinions of counsel a fully executed Internal Revenue Service Form W-9 for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselCompany; and (xk) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations all of the Borrowing Base and compliance calculations Banks. In addition, at the time of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; initial Loan or L/C (cwhichever shall come first) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999hereunder, no material adverse change Material Adverse Effect shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December July 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request2013.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Agent; (ix) the favorable written opinions of counsel for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselBanks; and (xi) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (c) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably requestBanks.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Banks; (i) (1) projected financial statements for the Company and is Subsidiaries (including a balance sheet and income statement) for each of the fiscal years ending on October 31, 2011, October 31, 2012, October 31, 2013, October 31, 2014 and October 31, 2015, and (2) a closing balance sheet for the Company and its Subsidiaries adjusted to give effect to the initial extensions of credit hereunder, in each case in form and substance acceptable to the Agent; (ixj) the favorable written opinions of counsel a fully executed Internal Revenue Service Form W-9 for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselCompany; and (xk) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations all of the Borrowing Base and compliance calculations Banks. In addition, at the time of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; initial Loan or L/C (cwhichever shall come first) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999hereunder, no material adverse change Material Adverse Effect shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request2010.

Initial Extension of Credit. Prior to the initial extension Loan hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Borrowers shall have delivered to the Administrative Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the NotesNotes (one for each Bank); (ii) the fully Guaranty Agreement executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereofGuarantors; (iii) to the extent not otherwise waived in writing good standing certificates for each Borrower and each Guarantor issued by the Agentstates of Delaware, the fully executed Pledge AgreementsLouisiana, Security Agreement New Mexico and such legal opinionsMississippi, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the applicable, issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of not more than 30 days before the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedthis Agreement; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agent; (v) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (vi) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, and all amendments thereto, of the each Borrower and each Guarantor, certified by the office Secretary of the applicable secretary State of its state as of incorporation not more than 30 days before the date no earlier than December 1, 2000of this Agreement; (viiv) copies of the By-Laws or Limited Partnership AgreementLaws, and all amendments thereto, of the each Borrower and each Guarantor Guarantor, certified as true, correct and complete on the date hereof by the Secretary or Assistant Secretary of each Borrower and each Guarantor; (viiivi) copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the each Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the each Borrower and each Guarantor, respectively, Guarantor and satisfactory in form and substance to the AgentAgents; (ixvii) a pay-off letter from the favorable written opinions of counsel for Existing Banks under the Borrower and the Guarantors Existing Agreements in form and substance satisfactory to the Agent Agents and its legal counsel; andsuch other evidence that all of the Borrowers' indebtedness thereunder has been fully paid as the Agents may require; (xviii) an incumbency and signature certificate for the each Borrower and each Guarantor satisfactory in form and substance to the AgentAgents; (ix) copies, certified as true, complete and correct by the Secretary, Assistant Secretary or other authorized officer of the Company, of the Acquisition Documents, together with a certificate or certificates from the Secretary, Assistant Secretary or other authorized officer of the Company to the effect that the representations and warranties of Chemical contained in the First Mississippi Purchase Agreement are true and correct in all material respects as of the date thereof (except as to any representation or warranty that specifically relates to an earlier date, each of which is true and correct in all material respects as of such earlier date, and except as otherwise contemplated by the First Mississippi Purchase Agreement), that Chemical has performed in all material respects all obligations required to be performed by it under the First Mississippi Purchase Agreement and the Distribution Agreement, and that the First Mississippi Purchase Agreement has not been amended or otherwise modified, nor has any term or provision thereof been waived, in a manner that would materially and adversely affect the Company's ability to repay its indebtedness, obligations and liabilities to the Banks under the Loan Documents or the financial condition of the Company and its Subsidiaries taken as a whole; and (x) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the Acquisition and the execution and delivery of this Agreement and the other Loan Documents to the extent the Administrative Agent may reasonably request. (b) the Agent Agents shall have received such evaluations (i) all fees payable to them in connection with the execution and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date delivery of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries Agreement and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiariestransactions contemplated hereby, and (ii) the lack of material contingent liabilities of the Borrower and its Subsidiariesfees required by Section 3.7 hereof; (c) all conditions precedent to the Agent Acquisition, except the Spin-Off and the financings under this Agreement and the Chemical Credit Agreement, shall have been satisfied and the Agents shall have received financing statement, tax and judgment lien search results against the Property evidence satisfactory to it of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereofforegoing; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Administrative Agent shall have received evidence satisfactory to it the Agents that Adjusted EBITDA for the four fiscal quarter period ended September 30closing of the Acquisition shall occur prior to the second Business Day immediately following the date hereof; (e) substantially concurrently with the closing hereof, 2000 is not less than $40,000,000Chemical and its Subsidiaries shall have executed the Chemical Credit Agreement and all conditions precedent to the making of the initial loans thereunder, except the satisfaction of the conditions precedent to the making of the initial Loans under this Agreement shall have been fully satisfied; (f) the Administrative Agent shall have received evidence satisfactory to the Agents that prior to the second Business Day immediately following the date hereof, the closing of the Spin-Off shall occur; and (g) the Administrative Agent shall have received evidence of insurance required by Section 7.3 hereof; and (h) the Administrative Agent shall have received such other agreements, instruments, documents, certificates current Phase I environmental inspection reports for the real property listed on Schedule 6.1(i) hereto owned by the Borrowers and opinions as the Agent may reasonably requestGuarantors satisfactory to the Administrative Agent.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the Existing Lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Banks; (i) (1) projected financial statements for the Company and its Subsidiaries (including a balance sheet and income statement) for each of the fiscal years ending on October 31, 2017, October 31, 2018, October 31, 2019, October 31, 2020, and October 31, 2021, and (2) a closing balance sheet for the Company and its Subsidiaries adjusted to give effect to the initial extensions of credit hereunder, in each case in form and substance acceptable to the Agent; (ixj) the favorable written opinions of counsel a fully executed Internal Revenue Service Form W-9 for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselCompany; and (xk) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations all of the Borrowing Base and compliance calculations Banks. In addition, at the time of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; initial Loan or L/C (cwhichever shall come first) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999hereunder, no material adverse change Material Adverse Effect shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December January 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request2017.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the NotesRevolving Notes and the Swingline Note; (iib) the a fully executed Subsidiary Guaranty requested by Agreement substantially in the Agent to be delivered on form of Exhibit D hereto, from the date hereofGuarantor Subsidiaries; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge Agreements, Security Agreement intercreditor agreement in form and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing substance satisfactory to all of the issued Banks among the Banks and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as all of the date hereof and (ii) stock powers for the Collateral consisting holders of the stock or other equity interest in each such Subsidiary executed in blank and undatedCompany's $20,000,000 6.65% Senior Notes due July 7, 2007; (ivd) evidence a pay-off letter from the lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December November 1, 2000 2005, from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December November 1, 20002005; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Agent; (ix) the favorable written opinions of counsel for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselBanks; and (xi) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (c) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably requestBanks.

Initial Extension of Credit. Prior to the initial extension Loan hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower shall have delivered to the Administrative Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the NotesNotes (one for each Bank); (ii) good standing certificates for the fully executed Subsidiary Guaranty requested Borrower issued by the Agent to be delivered on states of Louisiana, New Mexico and Mississippi, as applicable, issued not more than 30 days before the date hereofof this Agreement; (iii) to the extent not otherwise waived in writing by the Agent, the fully executed Pledge Agreements, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undated; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agent; (v) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (vi) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, and all amendments thereto, of the Borrower and each GuarantorBorrower, certified by the office Secretary of the applicable secretary State of its state as of incorporation not more than 30 days before the date no earlier than December 1, 2000of this Agreement; (viiiv) copies of the By-Laws or Limited Partnership AgreementLaws, and all amendments thereto, of the Borrower and each Guarantor Borrower, certified as true, correct and complete on the date hereof by the Secretary or Assistant Secretary of each Guarantorthe Borrower; (viiiv) copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the Borrower and each GuarantorBorrower, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower and each Guarantor, respectively, and satisfactory in form and substance to the AgentAgents; (ixvi) a pay-off letter from the favorable written opinions Existing Banks under each of counsel for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counsel; andExisting Agreements; (xvii) an incumbency and signature certificate for the Borrower and each Guarantor satisfactory in form and substance to the AgentAgents; and (viii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Administrative Agent may reasonably request. (b) the Agent Agents shall have received such evaluations all fees payable to them in connection with the execution and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date delivery of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries Agreement and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiariestransactions contemplated hereby; (c) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Administrative Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000of insurance required by Section 7.3 hereof; and (hd) the Administrative Agent shall have received such other agreementscopies, instrumentscertified as true, documentscorrect and complete by the secretary or assistant secretary of the Borrower, certificates of the indenture, prospectus and opinions as underwriting agreement relating to the Agent may reasonably requestBorrower's Senior Notes.

Initial Extension of Credit. Prior to the initial extension hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower shall have provided a Borrowing Base Certificate to the Agent, and shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (ia) the Revolving Notes; (iib) the fully executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereofGuaranty; (iiic) to the extent not otherwise waived in writing by the Agent, the fully executed Pledge Agreements, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedrequest; (ivd) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the AgentBanks; (ve) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1September 9, 2000 1998 from the office of the secretary of state of the states of their respective organization; (vif) copies of the Certificate of Incorporation or Certificate of Limited Partnership, and all amendments thereto, of the Borrower and each Guarantor, certified by the office of the applicable secretary of state of Delaware as of the date no earlier than December 1September 9, 2000;1998. (viig) copies of the By-Laws or Limited Partnership Agreement, and all amendments thereto, of the Borrower and each Guarantor certified as true, correct and complete on the date hereof by the Secretary of each Guarantor; (viiih) copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower and each Guarantor, respectively, and satisfactory in form and substance to all of the AgentBanks; (ixi) an incumbency signature certificate for the Borrower and each Guarantor satisfactory in form and substance to all of the Banks; (j) the favorable written opinions of counsel for the Borrower and the Guarantors in form and substance satisfactory to each of the Agent Banks and its their respective legal counsel; and (xk) an incumbency signature certificate for copies, certified as true, complete and correct by the Borrower and each Guarantor satisfactory Secretary of the Borrower, of the Acquisition Documents. (b) all conditions precedent to the PMAC Acquisitions shall have been satisfied; (c) the Acquisition Documents shall be in form and substance satisfactory to the Agent.Banks and their respective legal counsel; (bd) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for evidence satisfactory to the Banks that the total consideration to be paid by the Borrower and its Subsidiaries and compliance certificate in connection with the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (c) the Agent PMAC Acquisition shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled;not exceed $12,500,000; and (e) except as previously disclosed to the Banks Lenders in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December July 31, 19991998, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries shall have occurred since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 19991997; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request.

Initial Extension of Credit. Prior to the initial extension Loan or L/C (whichever shall come first) hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts or copies for distribution to the Banks: (ia) the Notesthis Agreement; (iib) the fully executed Subsidiary Guaranty requested by Revolving Notes and the Agent to be delivered on the date hereofSwing Note; (iiic) to the extent not otherwise waived in writing by the Agent, the a fully executed Pledge AgreementsGuaranty Agreement substantially in the form of Exhibit D hereto, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as from the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedGuarantor Subsidiaries; (ivd) evidence a pay-off letter from the Existing Lenders under the Existing Agreement setting forth, among other things, the total amount of insurance required by Section 7.3 hereof indebtedness outstanding and by owing to them (or outstanding letters of credit issued for the Security Documents showing account of the Agent as loss payee thereunder pursuant to an endorsement Company or any Subsidiary), which pay-off letter shall be in form and substance acceptable to the Agent; (ve) a good standing certificate or certificate of existence for the Borrower Company and each Guarantor Subsidiary, dated as of the date no earlier than December 1thirty days (30) days prior to the date hereof, 2000 from the office of the secretary of state of the states of their respective organizationincorporation; (vif) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, as restated, and all amendments thereto, of the Borrower Company and each Guarantor, Guarantor Subsidiary certified by the office of the applicable secretary of state of their respective states of incorporation as of the a date no earlier than December 1, 2000thirty days (30) days prior to the date hereof; (viig) copies of the By-Laws or Limited Partnership AgreementLaws, as restated, and all amendments thereto, of the Borrower Company and each Guarantor Subsidiary, certified as true, correct and complete on the date hereof by the Secretary or Treasurer of the Company and each GuarantorGuarantor Subsidiary, respectively; (viiih) copies, certified by the Secretary or Assistant Secretary Treasurer of the Borrower Company and each GuarantorGuarantor Subsidiary, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower Company and each GuarantorGuarantor Subsidiary, respectively, and satisfactory in form and substance to all of the Banks; (i) (A) projected financial statements for the Company and its Subsidiaries (including a balance sheet and income statement) for each of the fiscal years ending on October 31, 2019, October 31, 2020, October 31, 2021, October 31, 2022, and October 31, 2023, and (B) a closing balance sheet for the Company and its Subsidiaries adjusted to give effect to the initial extensions of credit hereunder, in each case in form and substance acceptable to the Agent; (ixj) the favorable written opinions of counsel a fully executed Internal Revenue Service Form W-9 for the Borrower and the Guarantors in form and substance satisfactory to the Agent and its legal counselCompany; and (xk) an incumbency signature certificate for the Borrower Company and each Guarantor Subsidiary satisfactory in form and substance to the Agent. (b) the Agent shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations all of the Borrowing Base and compliance calculations Banks. In addition, at the time of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; initial Loan or L/C (cwhichever shall come first) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999hereunder, no material adverse change Material Adverse Effect shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December January 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; and (h) the Agent shall have received such other agreements, instruments, documents, certificates and opinions as the Agent may reasonably request2019.

Initial Extension of Credit. Prior to the initial extension Loan hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Borrowers shall have delivered to the Administrative Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the NotesNotes (one for each Bank); (ii) the fully Guaranty Agreement executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereofGuarantors; (iii) to the extent not otherwise waived in writing good standing certificates for each Borrower and each Guarantor issued by the Agentstates of Delaware, the fully executed Pledge AgreementsLouisiana, Security Agreement New Mexico and such legal opinionsMississippi, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the applicable, issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of not more than 30 days before the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undatedthis Agreement; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agent; (v) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (vi) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, and all amendments thereto, of the each Borrower and each Guarantor, certified by the office Secretary of the applicable secretary State of its state as of incorporation not more than 30 days before the date no earlier than December 1, 2000of this Agreement; (viiv) copies of the By-Laws or Limited Partnership AgreementLaws, and all amendments thereto, of the each Borrower and each Guarantor Guarantor, certified as true, correct and complete on the date hereof by the Secretary or Assistant Secretary of each Borrower and each Guarantor; (viiivi) copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the each Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the each Borrower and each Guarantor, respectively, Guarantor and satisfactory in form and substance to the AgentAgents; (ixvii) a pay-off letter from the favorable written opinions of counsel for Existing Banks under the Borrower and the Guarantors Existing Agreements in form and substance satisfactory to the Agent Agents and its legal counsel; andsuch other evidence that all of the Borrowers' indebtedness thereunder has been fully paid as the Agents may require; (xviii) an incumbency and signature certificate for the each Borrower and each Guarantor satisfactory in form and substance to the AgentAgents; (ix) copies, certified as true, complete and correct by the Secretary, Assistant Secretary or other authorized officer of Chemical, of the Acquisition Documents, together with a certificate or certificates of the Secretary, Assistant Secretary or other authorized officer of Chemical to the effect that the representations and warranties of Chemical contained in the First Mississippi Purchase Agreement are true and correct in all material respects as of the date thereof (except as to any representation or warranty that specifically relates to an earlier date, each of which is true and correct in all material respects as of such earlier date, and except as otherwise contemplated by the First Mississippi Purchase Agreement), that Chemical has performed in all material respects all obligations required to be performed by it under the First Mississippi Purchase Agreement and that the First Mississippi Purchase Agreement has not been amended or otherwise modified, nor has any term or provision thereof been waived, in a manner that would materially and adversely affect Chemical's ability to repay its indebtedness, obligations and liabilities to the Banks under the Loan Documents or the financial condition of Chemical and its Subsidiaries taken as a whole; and (x) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the Acquisition and the execution and delivery of this Agreement and the other Loan Documents to the extent the Administrative Agent may reasonably request. (b) the Agent Agents shall have received such evaluations (i) all fees payable to them in connection with the execution and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations of the Borrowing Base and compliance calculations of the financial covenants as of the date delivery of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries Agreement and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiariestransactions contemplated hereby, and (ii) the lack of material contingent liabilities of the Borrower and its Subsidiariesfees required by Section 3.7 hereof; (c) all conditions precedent to the Agent Acquisition, except the completion of the Spin-Off and the financings under this Agreement and the First Mississippi Credit Agreement, shall have been satisfied and the Agents shall have received financing statement, tax and judgment lien search results against the Property evidence satisfactory to it of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereofforegoing; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Administrative Agent shall have received evidence satisfactory to it the Agents that Adjusted EBITDA for the four fiscal quarter period ended September 30closing of the Acquisition shall occur prior to the second Business Day immediately following the date hereof; (e) substantially concurrently with the closing hereof, 2000 is not less than $40,000,000First Mississippi and its Subsidiaries shall have executed the First Mississippi Credit Agreement and all conditions precedent to the making of the initial loans thereunder, except the satisfaction of the conditions precedent to the making of the initial Loan under this Agreement shall have been fully satisfied; (f) the Administrative Agent shall have received evidence satisfactory to the Agents that prior to the second Business Day immediately following the date hereof, the closing of the Spin-Off shall occur; and (g) the Administrative Agent shall have received evidence of insurance required by Section 7.3 hereof; and (h) the Administrative Agent shall have received such other agreements, instruments, documents, certificates current Phase I environmental inspection reports for the real property listed on Schedule 6.1(i) hereto owned by the Borrowers and opinions as the Agent may reasonably requestGuarantors satisfactory to the Administrative Agent.

Initial Extension of Credit. Prior to the initial extension Loan or L/C hereunder, the following conditions precedent shall have been satisfied: (a) the Borrower Borrowers shall have delivered to the Administrative Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the Notes; (ii) the fully executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereof; (iii) to the extent not otherwise waived in writing by the Agent, the fully executed Pledge Agreements, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests of each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary executed in blank and undated; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agenthereof; (v) a good standing certificate or certificate of existence for the Borrower and each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (viiii) copies of the Certificate Articles of Incorporation or Certificate of Limited PartnershipIncorporation, and all amendments thereto, of the Borrower and each GuarantorDomestic Borrower, certified by the office Secretary of the applicable secretary State of its state as of the date no incorporation not earlier than December 1June 10, 20001999; (viiiv) copies of the By-Laws or Limited Partnership AgreementArticles of Association of SVS Holland, certified as true, correct and complete on the date hereof by a Managing Director of SVS (v) copies of the ByLaws, and all amendments thereto, of the Borrower and each Guarantor Domestic Borrower, certified as true, correct and complete on the date hereof by the Secretary or Assistant Secretary of each GuarantorDomestic Borrower; (viiivi) good standing certificates for each Domestic Borrower issued by the Secretary of State of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, dated no earlier than June 10, 1999; (vii) copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the each Domestic Borrower and each Guarantora Managing Director of SVS Holland, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the each Domestic Borrower and each Guarantorthe Managing Director of SVS Holland, respectively, and satisfactory in form and substance to all of the AgentBanks; (ixviii) a pay-off letter from the favorable written opinions of counsel for Existing Banks under the Borrower and the Guarantors Existing Agreement in form and substance satisfactory to the Administrative Agent and its legal counselsuch other evidence that all of the Borrowers' indebtedness thereunder has been fully paid as the Administrative Agent may require; and (xix) an incumbency and signature certificate for the each Borrower and each Guarantor satisfactory in form and substance to all of the Agent.Banks; (b) if Seminis' Initial Debt Ratio on the Agent date the initial Loan is requested hereunder is equal to or greater than 3.5 to 1, the Borrowers shall have received such evaluations and certifications as it may reasonably require (including a Borrowing Base Certificate on a consolidated and consolidating basis delivered to the Administrative Agent for the Borrower and its Subsidiaries and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations benefit of the Borrowing Base Banks in sufficient counterparts for distribution to the Banks: (i) the Security Agreement and compliance calculations Intellectual Property Security Agreement in form and substance satisfactory to the Banks, together with appropriate forms of financing statements to perfect the security interests of the financial covenants as of the date of this Administrative Agent provided for by such Security Agreement and Intellectual Property Security Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable to the Agent in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (cii) the Agent shall have received financing statement, tax and judgment lien search results against the Property stock certificates representing 100% of the Borrower issued and each Subsidiary evidencing the absence outstanding capital stock of liens on its Property except as permitted by Section 7.14 hereofSVS, together with blank stock powers therefor; (diii) an incumbency and signature certificate for each Domestic Borrower satisfactory in form and substance to all indebtedness issued of the Banks; (iv) All liens and outstanding security interests under the Previous Credit Security Agreement and Intellectual Property Security Agreement shall have been repaid duly perfected in full a manner satisfactory to the Administrative Agent and the Previous Credit Agreement shall have been terminated and cancelled;its counsel; 37 (ev) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change shall have occurred in the financial condition, operations or Properties of (i) the Borrower and its Subsidiaries since September 30, 2000 and (ii) Prudential and its Subsidiaries since December 31, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by the Borrower of all of the instruments and documents applicable to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the The Administrative Agent shall have received evidence satisfactory to it that Adjusted EBITDA its security interests in the Collateral pursuant to the Security Agreement and the Intellectual Property Security Agreement is prior to all liens, security interests and encumbrances thereon, other than liens permitted by Sections 7.9 (a), (e), (f) and (j) hereof; and (vi) legal matters incident to the execution and delivery of the Security Agreement and Intellectual Property Security Agreement shall be satisfactory to each of the Banks and their legal counsel; and the Administrative Agent shall have received the favorable written opinion of Milbank, Tweed, Hadlxx & XcClxx, X.L.P., counsel for the four Domestic Borrowers, substantially in the form of Exhibit N in substance satisfactory to each of the Banks and their respective legal counsel; (c) Concurrently with the making of the initial Loans hereunder Seminis shall (i) complete the Transaction and (ii) receive net proceeds of its IPO in an amount not less than $232,000,000; (d) The Banks shall have received copies of the Registration Statement, the audited financial statements of Seminis and its Subsidiaries for the fiscal quarter period year ended September 30, 2000 is not less than $40,000,0001998, the unaudited financial statements of Seminis and its Subsidiaries for the three-month period ended December 31, 1998 and the six-month period ended March 31, 1999, a pro forma balance sheet of Seminis and its Subsidiaries as of the Transaction Date after giving effect to the Transaction and projections of Seminis' financial performance for each of the five fiscal years commencing with the fiscal year ending September 30, 1999; (e) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents contemplated hereby shall be satisfactory to each of the Banks and their legal counsel; and the Administrative Agent shall have received the favorable written opinion of Milbank, Tweed, Hadlxx & XcClxx, X.L.P., counsel for Peto International and the Domestic Borrowers, substantially in the form of Exhibit E, and the favorable written opinion of Stibbe Simont Monaxxx Duhot, counsel to SVS Holland and SVS Europe, substantially in the form of Exhibit F, and the favorable written opinion of Chapxxx xxx Cutlxx, special counsel to the Administrative Agent, substantially in the form of Exhibit G, each in substance satisfactory to each of the Banks and their respective legal counsel; (f) The Administrative Agent shall have received copies (executed or certified, as may be appropriate) of all documents or proceedings taken in connection with the execution and delivery of the Loan Documents to the extent any Bank or its respective legal counsel requests; and (hg) the Agent Agents shall have received such other agreements, instruments, documents, certificates all fees payable to them in connection with the execution and opinions as delivery of this Agreement and the Agent may reasonably requesttransactions contemplated hereby.

Initial Extension of Credit. Prior The obligation of each Bank to make the initial Loan to be made by it is subject to the initial extension hereunder, satisfaction of the following conditions precedent (unless all of the Banks, in their sole and absolute discretion, shall have been satisfied:agree otherwise): (a) the Borrower The Administrative Agent shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the Notes; (ii) the fully executed Subsidiary Guaranty requested by the Agent to be delivered on the date hereof; (iii) to the extent not otherwise waived in writing by the Agent, the fully executed Pledge Agreements, Security Agreement and such legal opinions, financing statements and other instruments and documents relating thereto as the Agent may request together with (i) original stock certificates or other similar instruments or securities representing received all of the issued and outstanding shares following (with originals sufficient for each Bank, except the Notes), each of capital stock or other equity interests of which shall be originals unless otherwise specified, each Domestic Subsidiary and First Tier Foreign Subsidiary as of the date hereof and (ii) stock powers for the Collateral consisting of the stock or other equity interest in each such Subsidiary properly executed in blank and undated; (iv) evidence of insurance required by Section 7.3 hereof and by the Security Documents showing the Agent as loss payee thereunder pursuant to an endorsement acceptable to the Agent; (v) a good standing certificate or certificate of existence for the Borrower and applicable Loan Party, each Guarantor dated as of the date no earlier than December 1, 2000 from the office of the secretary of state of the states of their respective organization; (vi) copies of the Certificate of Incorporation or Certificate of Limited Partnership, and all amendments thereto, of the Borrower Closing Date and each Guarantor, certified by the office of the applicable secretary of state as of the date no earlier than December 1, 2000; (vii) copies of the By-Laws or Limited Partnership Agreement, and all amendments thereto, of the Borrower and each Guarantor certified as true, correct and complete on the date hereof by the Secretary of each Guarantor; (viii) copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Borrower and each Guarantor, respectively, and satisfactory in form and substance to the Agent; (ix) the favorable written opinions of counsel for the Borrower and the Guarantors in form and substance satisfactory to the Administrative Agent and its legal counsel; andcounsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (xi) an executed counterparts of this Agreement; (ii) Notes executed by Borrower in favor of each Bank requesting a Note, each in a principal amount equal to that Bank’s Commitment; (iii) the Master Subsidiary Guaranty executed by each Principal Subsidiary (and in any event by Subsidiaries whose aggregate revenues are at least seventy-five percent (75%) of the consolidated revenues of Borrower and its Subsidiaries for the preceding four fiscal quarters of Borrower); (iv) with respect to Borrower and each Guarantor Subsidiary, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower and each such Subsidiary, its authority to execute, deliver and perform any Loan Documents to which it is or is to be a party, and the identity, authority and capacity of each Responsible Officer thereof authorized to act on its behalf, including certified copies of Organizational Documents and amendments thereto, certificates of good standing, certified corporate resolutions (or the equivalent), incumbency signature certificates, certificates of Responsible Officers and the like; (v) the favorable opinion of counsel to Borrower and the Guarantor Subsidiaries; (vi) a certificate for signed by a Responsible Officer of Borrower certifying that the conditions specified in Sections 4.1(d) and 4.1(e) have been satisfied; (vii) the Subordination Agreement executed by the Borrower and each Guarantor satisfactory Subsidiary in form favor of the Banks and substance to the Administrative Agent; (viii) a Request for Borrowing; and (ix) such other assurances, certificates, documents, consents and opinions as the Administrative Agent reasonably may require. (b) The fees payable on the Closing Date pursuant to Section 2.6 and those set forth in separate letter agreements between Borrower and the Administrative Agent and Borrower and the Arrangers shall have received been paid. (c) Attorney Costs of MUFG to the extent invoiced prior to or on the Closing Date, plus such evaluations additional amounts of Attorney Costs as shall constitute MUFG’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings shall have been paid (provided that such estimate shall not thereafter preclude final settling of accounts between Borrower and certifications as it may reasonably require MUFG). (including a Borrowing Base Certificate on a consolidated d) The representations and consolidating basis for the warranties of Borrower contained in Section 5 shall be true and correct. (e) Borrower and its Subsidiaries shall be in compliance with all the terms and compliance certificate in the forms attached hereto as Exhibits D and F containing calculations provisions of the Borrowing Base Loan Documents, and compliance calculations of the financial covenants as of the date of this Agreement, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the Borrower's consolidated and consolidating statement of projections for the following three fiscal years in scope and substance acceptable giving effect to the Agent in order to satisfy itself as to the value initial Loan no Default or Event of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (c) the Agent shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and each Subsidiary evidencing the absence of liens on its Property except as permitted by Section 7.14 hereof; (d) all indebtedness issued and outstanding under the Previous Credit Agreement shall have been repaid in full and the Previous Credit Agreement shall have been terminated and cancelled; (e) except as previously disclosed to the Banks in the Borrower's financial statements for the period ending September 30, 1999 and Prudential's financial statements for the period ending December 31, 1999, no material adverse change Default shall have occurred in the financial condition, operations or Properties of and be continuing. (if) the Borrower and its Subsidiaries No Material Adverse Change shall have occurred since September 30, 2000 2018. (i) Upon the reasonable request of any Bank made at least ten days prior to the Closing Date, the Borrower shall have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date, and (ii) Prudential and its Subsidiaries since December 31at least five days prior to the Closing Date, 1999; (f) the Agent shall have received and approved as to form and substance copies certified by if the Borrower of all of or any Guarantor qualifies as a “legal entity customer” under the instruments and documents applicable Beneficial Ownership Regulation, the Borrower or such Guarantor shall deliver a Beneficial Ownership Certification in relation to the line of credit currently available to Prudential by Royal Bank of Canada and any other line of credit available to Prudential on the date hereof; (g) the Agent shall have received evidence satisfactory to it that Adjusted EBITDA for the four fiscal quarter period ended September 30, 2000 is not less than $40,000,000; andBorrower or such Guarantor. (h) the The Administrative Agent shall have received such been satisfied with its review of Borrower’s (i) operating and financial statements, including the audited financial statements for Borrower’s fiscal year ended on December 31, 2017 and the unaudited financial statements for Borrower’s fiscal quarter ended on September 30, 2018, (ii) corporate organization and capital structure, including ownership, management and other related agreements, instruments, documents, certificates and opinions as (iii) operating projections covering the Agent may reasonably requestfirst five fiscal years of Borrower following the Closing Date.