THAT THE BORROWERS' AGENT HAS RECEIVED
CASH EQUITY CONTRIBUTIONS FROM
LAND O' LAKES IN AN AMOUNT NOT LESS THAN $5,000,000, (II) EVIDENCE, REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, THAT THE BORROWERS' AGENT HAS
COMPLETED, OR CONCURRENTLY WITH THE INITIAL CREDIT EXTENSION HEREUNDER WILL
COMPLETE, THE MOARK ACQUISITION IN ACCORDANCE WITH THE TERMS OF THE MOARK
ACQUISITION DOCUMENTS (WITHOUT ANY AMENDMENT THERETO OR WAIVER THEREUNDER UNLESS
CONSENTED TO BY THE LENDERS); AND (III) ALL OF THE FOLLOWING, EACH DULY EXECUTED
AND DATED THE CLOSING DATE (OR SUCH EARLIER DATE AS SHALL BE SATISFACTORY TO THE
ADMINISTRATIVE AGENT), IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT:
(I)
OPINIONS.
OPINIONS OF COUNSEL FOR EACH
BORROWER, INCLUDING LOCAL COUNSEL REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT, AND ALL OTHER OPINIONS ISSUED PURSUANT TO THE MOARK ACQUISITION;
(II)
COPIES OF DOCUMENTS.
COPIES OF THE MOARK
ACQUISITION DOCUMENTS, CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY (OR
SIMILAR OFFICER) OF THE BORROWERS' AGENT AS BEING TRUE, ACCURATE AND COMPLETE.
(III)
CLOSING CERTIFICATE, CONSENTS AND PERMITS.
A CERTIFICATE EXECUTED BY AN OFFICER OF THE BORROWERS' AGENT ON BEHALF OF THE
BORROWERS' AGENT CERTIFYING (A) THE
40
MATTERS SET FORTH IN SECTION 3.2 AS OF THE CLOSING DATE AND (B) THE OCCURRENCE
OF THE CLOSING OF THE MOARK ACQUISITION AND THAT SUCH CLOSING HAS BEEN
CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MOARK ACQUISITION DOCUMENTS
WITHOUT WAIVER OF ANY MATERIAL CONDITION THEREOF; TOGETHER WITH EVIDENCE THAT
(1) ALL NECESSARY GOVERNMENTAL, REGULATORY, CREDITOR, MEMBER, PARTNER AND OTHER
MATERIAL CONSENTS, APPROVALS AND EXEMPTIONS REQUIRED TO BE OBTAINED BY THE
BORROWERS' AGENT IN CONNECTION WITH THE MOARK ACQUISITION, INCLUDING IN RESPECT
OF THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, HAVE BEEN DULY
OBTAINED AND ARE IN FULL FORCE AND EFFECT AND (II) ALL MATERIAL PERMITS
NECESSARY FOR THE OPERATION OF ANY BUSINESS(ES) ACQUIRED IN CONNECTION WITH THE
MOARK ACQUISTION HAVE BEEN OBTAINED.
(P)
NO ADVERSE CHANGE.
SINCE MARCH 31, 2006,
IN THE JUDGMENT OF THE LENDERS, NO MATERIAL ADVERSE OCCURRENCE SHALL HAVE
OCCURRED.
(Q)
OTHER MATTERS.
ALL CORPORATE AND LEGAL
PROCEEDINGS RELATING TO THE BORROWERS AND ALL INSTRUMENTS AND AGREEMENTS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
SATISFACTORY IN SCOPE, FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE ADMINISTRATIVE AGENT'S COUNSEL, AND THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED ALL INFORMATION AND COPIES OF ALL DOCUMENTS, INCLUDING
RECORDS OF CORPORATE PROCEEDINGS, AS ANY LENDER OR SUCH COUNSEL MAY REASONABLY
HAVE REQUESTED IN CONNECTION THEREWITH, SUCH DOCUMENTS WHERE APPROPRIATE TO BE
CERTIFIED BY PROPER CORPORATE OR GOVERNMENTAL AUTHORITIES.
(R)
FEES AND EXPENSES.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED FOR ITSELF AND FOR THE ACCOUNT OF THE LENDERS ALL FEES
AND OTHER AMOUNTS DUE AND PAYABLE BY THE BORROWERS ON OR PRIOR TO THE CLOSING
DATE, INCLUDING THE REASONABLE FEES AND EXPENSES OF COUNSEL TO THE
ADMINISTRATIVE AGENT PAYABLE PURSUANT TO SECTION 9.2.
(S)
NO DEFAULT; REPRESENTATIONS AND
WARRANTIES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE DATED
THE REQUESTED BORROWING DATE OF THE CHIEF EXECUTIVE