EACH COMPANY HAS COMPLIED
WITH ALL LAWS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS.
(U)
AMENDMENT AND WAIVER FEE.
PAYMENT OF AMENDMENT AND WAIVER FEE IN
THE AMOUNT OF $100,000.00, PAYABLE TO AGENT ON THE CLOSING DATE FOR THE RATABLE
BENEFIT OF THE BANKS.
(V)
OTHER FEES.
PAYMENT OF (I) THE FACILITY FEES PAYABLE TO THE AGENT
ON THE CLOSING DATE BY OPERATING SUBSIDIARY AND MEXICO SUBSIDIARY, RESPECTIVELY;
AND (II) FEES AND OTHER COSTS (INCLUDING, WITHOUT LIMITATION, FEES OF COUNSEL TO
THE AGENT AND EACH OF THE BANKS, RESPECTIVELY) PAYABLE BY EACH BORROWER IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(W)
ADDITIONAL DOCUMENTATION.
SUCH ADDITIONAL APPROVALS, OPINIONS,
DOCUMENTS, INSTRUMENTS, REPORTS, CERTIFICATIONS AND/OR AGREEMENTS AS THE AGENT,
THE BANKS OR THEIR COUNSEL MAY REASONABLY REQUEST.
C-1
ANNEX D-1
LISTED DEFAULTS
[To be attached]
D-1-1
ANNEX D-2
BACKGROUND
[To be attached]
D-2-1