and the obligation of
the L/C Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent on or before
August 29, 2008 (the "Expiration Date"):
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(a)
The Administrative Agent's receipt of the following, each of
which shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Commitment Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Commitment
Effective Date) and each in form and substance satisfactory to the
Administrative Agent:
(i)
Credit Agreement Schedules.
The final schedules to this
Agreement, updated to reflect the consummation of the Mead Purchase Agreement
and the business of the Loan Parties as of the Commitment Effective Date, in
form and substance satisfactory to the Administrative Agent.
(ii)
Notes.
One or more Notes, as applicable, executed by the
Borrower in favor of each Lender requesting Notes.
(III)
PERSONAL PROPERTY COLLATERAL DOCUMENTS.
A PLEDGE AND SECURITY
AGREEMENT, IN SUBSTANTIALLY THE FORM OF EXHIBIT F (TOGETHER WITH EACH OTHER
PLEDGE AND SECURITY AGREEMENT DELIVERED PURSUANT TO SECTION 6.10, IN EACH CASE
AS AMENDED, THE "SECURITY AGREEMENT"), DULY EXECUTED BY EACH LOAN PARTY,
TOGETHER WITH:
(A)
CERTIFICATES REPRESENTING THE PLEDGED EQUITY REFERRED TO THEREIN
ACCOMPANIED BY UNDATED STOCK POWERS EXECUTED IN BLANK AND INSTRUMENTS EVIDENCING
THE PLEDGED DEBT INDORSED IN BLANK,
(B)
PROPER FINANCING STATEMENTS IN FORM APPROPRIATE FOR FILING UNDER
THE UNIFORM COMMERCIAL CODE OF ALL JURISDICTIONS THAT THE ADMINISTRATIVE AGENT
MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED UNDER THE
SECURITY AGREEMENT, COVERING THE COLLATERAL DESCRIBED IN THE SECURITY AGREEMENT,
(C)
COMPLETED REQUESTS FOR INFORMATION, DATED ON OR BEFORE THE DATE OF
THE INITIAL CREDIT EXTENSION, LISTING ALL EFFECTIVE FINANCING STATEMENTS FILED
IN THE JURISDICTIONS REFERRED TO IN CLAUSE (B) ABOVE THAT NAME ANY LOAN PARTY OR
THE TARGET AS DEBTOR, TOGETHER WITH COPIES OF SUCH OTHER FINANCING STATEMENTS,
(D)
EVIDENCE OF THE COMPLETION OF ALL OTHER ACTIONS, RECORDINGS AND
FILINGS OF OR WITH RESPECT TO THE SECURITY AGREEMENT THAT THE ADMINISTRATIVE
AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED
THEREBY,
(E)
THE DEPOSIT ACCOUNT CONTROL AGREEMENTS AND THE SECURITIES ACCOUNT
CONTROL AGREEMENTS, IN EACH CASE AS DEFINED IN THE SECURITY AGREEMENT AND DULY
EXECUTED BY THE APPROPRIATE PARTIES, AND
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(F)
evidence that all other action that the Administrative Agent may
deem necessary or desirable in order to perfect the Liens created under the
Security Agreement has been taken (including receipt of duly executed payoff
letters, UCC-3 termination statements and landlords' and bailees' waiver and
consent agreements).
(IV)
REAL PROPERTY COLLATERAL DOCUMENTS.
DEEDS OF TRUST, TRUST DEEDS,
DEEDS TO SECURE DEBT, MORTGAGES, LEASEHOLD MORTGAGES AND LEASEHOLD DEEDS OF
TRUST, IN SUBSTANTIALLY THE FORM OF EXHIBIT G (WITH SUCH CHANGES AS MAY BE
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL TO ACCOUNT FOR LOCAL
LAW MATTERS) AND COVERING THE