A COPY OF SCHEDULE B TO THE ANNUAL REPORT ON FORM 5500 OF THE
INTERNAL REVENUE SERVICE, IF ANY, FOR EACH SINGLE EMPLOYER PLAN, IF ANY, MOST
RECENTLY FILED WITH THE INTERNAL REVENUE SERVICE, AND (II) A REPORT PREPARED BY
THE BORROWERS IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDERS DETAILING ANY
LIABILITIES OF THE BORROWER AND EACH SUBSIDIARY AND COMMONLY CONTROLLED ENTITY
FOR POST-RETIREMENT BENEFITS UNDER PLANS WHICH ARE WELFARE BENEFIT PLANS (AS
DEFINED IN SECTION 3(1) OF ERISA).
SECTION 4.1.12
INSURANCE.
THE AGENT SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO IT THAT THE INSURANCE MAINTAINED BY THE BORROWERS AND THEIR
SUBSIDIARIES IS ISSUED BY AN INSURANCE COMPANY WITH A BEST'S RATING OF "A" OR
BETTER ("B+" OR BETTER, IN THE CASE OF LUMBERMEN'S UNDERWRITING ALLIANCE) AND A
FINANCIAL SIZE CATEGORY OF NOT LESS THAN XII, IS IN AMOUNTS UNDER POLICIES
NAMING THE AGENT, FOR ITS BENEFIT AND FOR THE BENEFIT OF THE LENDERS, AS LOSS
PAYEE (IN THE CASE OF CASUALTY INSURANCE POLICIES) AND AS ADDITIONAL INSURED (IN
THE CASE OF LIABILITY POLICIES), AND OTHERWISE COMPLIES WITH THE REQUIREMENTS OF
THIS AGREEMENT AND THE SECURITY DOCUMENTS.
SECTION 4.1.13
FINANCIAL INFORMATION, ETC.
THE AGENT SHALL HAVE RECEIVED,
WITH COUNTERPARTS FOR EACH LENDER, THE HISTORICAL FINANCIAL STATEMENTS REFERRED
TO IN SECTION 5.4, THE PROJECTIONS AND A SOLVENCY CERTIFICATE OF EACH BORROWER
AND ITS SUBSIDIARIES, AND THE AGENT SHALL BE SATISFIED IN ALL RESPECTS WITH SUCH
MATERIALS.
ADDITIONALLY, THE AGENT SHALL BE SATISFIED IN ALL RESPECTS WITH
MATERIALS CONTAINED ON SCHEDULES.
SECTION 4.1.14
REVIEW OF BORROWERS' OPERATIONS.
THE AGENT OR ITS
REPRESENTATIVES SHALL HAVE COMPLETED THEIR REVIEW OF THE BORROWERS' AND THEIR
SUBSIDIARIES MANAGEMENT INFORMATION SYSTEMS, ACCOUNTING, FINANCIAL REPORTING AND
CASH MANAGEMENT SYSTEMS AS WELL AS THE LEGAL STRUCTURE OF EACH LOAN PARTY AND
THE NATURE OF EACH LOAN PARTY'S ASSET COMPOSITION AND CONTINGENT LIABILITIES.
SECTION 4.1.15
[INTENTIONALLY NOT USED].
SECTION 4.1.16
MATERIAL CONTRACTS.
THE AGENT SHALL HAVE RECEIVED A
CERTIFICATE FROM AN AUTHORIZED OFFICER OF THE BORROWERS' REPRESENTATIVE TO THE
EFFECT THAT ATTACHED THERETO ARE TRUE AND CORRECT COPIES OF EACH MATERIAL
CONTRACT.
SECTION 4.1.17
LETTER TO ACCOUNTANTS.
THE AGENT SHALL HAVE RECEIVED
SATISFACTORY EVIDENCE THAT THE BORROWERS' REPRESENTATIVE HAS DELIVERED A LETTER
TO ITS INDEPENDENT PUBLIC ACCOUNTANTS AUTHORIZING SUCH PUBLIC ACCOUNTANTS TO
DISCUSS THE BORROWERS' FINANCIAL MATTERS WITH THE AGENT AND EACH LENDER OR ANY
OF THEIR REPRESENTATIVES WHETHER OR NOT A REPRESENTATIVE OF ANY BORROWER IS
PRESENT.
SECTION 4.1.18
AFFILIATE AGREEMENTS.
THE AGENT SHALL HAVE RECEIVED COPIES OF
ALL MANAGEMENT, SHARED EXPENSE OR SIMILAR AGREEMENTS BETWEEN EACH BORROWER AND
ANY OF ITS AFFILIATES.
SECTION 4.1.19
BORROWING BASE CERTIFICATE; MINIMUM WORKING CAPITAL FACILITY
AVAILABILITY. THE AGENT SHALL HAVE RECEIVED A BORROWING BASE CERTIFICATE DATED
AS OF THE CLOSING DATE FROM AN AUTHORIZED OFFICER OF THE BORROWERS'
REPRESENTATIVE, AND, AFTER GIVING EFFECT TO ANY LOANS TO BE MADE OR LETTERS OF
CREDIT TO BE ISSUED ON THE CLOSING DATE, WORKING CAPITAL FACILITY AVAILABILITY
SHALL BE AT LEAST $5,000,000.
41
SECTION 4.1.20
REAL ESTATE.
THE BORROWERS SHALL HAVE DELIVERED TO AGENT