WITH SECTION 11.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL)
SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER (I) A COUNTERPART OF THIS
AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS AND DATED THE EFFECTIVE DATE) OF HAYNES AND BOONE, L.L.P., COUNSEL FOR
THE CREDIT PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT B, AND COVERING SUCH
OTHER MATTERS RELATING TO THE CREDIT PARTIES, AND THIS AGREEMENT AS THE MAJORITY
LENDERS SHALL REASONABLY REQUEST AND (II) IF AGREED BY OPINING COUNSEL, OPINIONS
DELIVERED IN CONNECTION WITH THE ANADARKO ASSET PURCHASE AGREEMENT, IF ANY,
ADDRESSED TO THE LENDERS OR ACCOMPANIED BY RELIANCE LETTERS IN FAVOR OF THE
LENDERS STATING THAT THE LENDERS MAY RELY ON SUCH OPINIONS AS THOUGH THEY WERE
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ADDRESSED TO THEM. THE CREDIT PARTIES HEREBY REQUEST SUCH COUNSEL TO DELIVER
SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AND CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS
COUNSEL MAY REASONABLY REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD
STANDING OF EACH CREDIT PARTY, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY
OTHER LEGAL MATTERS RELATING TO THE CREDIT PARTIES, THIS AGREEMENT OR THE
TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE EFFECTIVE DATE AND SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWER, CONFIRMING THAT THE BORROWER HAS (I) COMPLIED WITH THE CONDITIONS
SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 5.02, (II) COMPLIED WITH THE
COVENANTS SET FORTH IN SECTION 6.05 (AND DEMONSTRATING SUCH COMPLIANCE BY THE
ATTACHMENT OF AN INSURANCE SUMMARY AND INSURANCE CERTIFICATES EVIDENCING THE
COVERAGE DESCRIBED IN SUCH SUMMARY), (III) COMPLIED WITH THE REQUIREMENTS OF
SECTION 6.09 AND SECTION 6.10, (IV) RECEIVED ALL OF THE EQUITY INTERESTS OF
VERNON HOLDINGS PURSUANT TO THE TERMS OF THE CONTRIBUTION AGREEMENT,
(V) RECEIVED A CASH EQUITY CONTRIBUTION OF AT LEAST $1,750,000,000 ON TERMS AND
CONDITIONS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT (WHICH CASH EQUITY
CONTRIBUTION MAY INCLUDE CASH HELD BY, AND THEREAFTER RETAINED BY, VERNON
HOLDINGS AT THE TIME THE EQUITY INTERESTS OF VERNON HOLDINGS ARE CONTRIBUTED TO
THE BORROWER), (VI) CONSUMMATED THE MERGER OF VERNON HOLDINGS WITH AND INTO THE
BORROWER PURSUANT TO THE MERGER AGREEMENT AND (V) SIMULTANEOUSLY WITH THE
INITIAL BORROWING UNDER THIS AGREEMENT AND IN ACCORDANCE WITH APPLICABLE LAW,
CONSUMMATED (OR CAUSED ONE OR MORE OF THE RESTRICTED SUBSIDIARIES TO CONSUMMATE)
THE ANADARKO ASSET ACQUISITION WITHOUT WAIVER OR AMENDMENT OF ANY MATERIAL TERM
OR CONDITION OF THE ANADARKO ASSET PURCHASE AGREEMENT (NOT OTHERWISE CONSENTED
TO BY THE ADMINISTRATIVE AGENT).
(E)
THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE ARRANGER SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE ON
OR PRIOR TO THE