TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
SECTION 4.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO
NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR FILING WITH, OR ANY
OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS HAVE BEEN OBTAINED
OR MADE AND ARE IN FULL FORCE AND EFFECT AND, AFTER THE EFFECTIVE DATE, THE
FILING OF THIS AGREEMENT AND RELATED LOAN DOCUMENTS BY THE BORROWER WITH, AND
OTHER REQUIRED DISCLOSURES REQUIRED BY, THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
(B) WILL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR
OTHER ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR
ANY ORDER OF ANY GOVERNMENTAL AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A
DEFAULT UNDER ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT EVIDENCING MATERIAL
INDEBTEDNESS OR A MATERIAL SALES CONTRACT BINDING UPON THE BORROWER OR ANY
RESTRICTED SUBSIDIARY OR ANY OF THEIR RESPECTIVE ASSETS, OR GIVE RISE TO A RIGHT
THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY THE BORROWER OR ANY RESTRICTED
SUBSIDIARY, AND
50
(D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF
THE BORROWER OR ANY RESTRICTED SUBSIDIARY NOT OTHERWISE PERMITTED UNDER SECTION
7.02.
SECTION 4.04.
FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(A)
THE BORROWER HAS HERETOFORE FURNISHED TO THE LENDERS THE
CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND CASH FLOWS OF
THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES (I) AS OF AND FOR EACH OF THE
FISCAL YEARS ENDED DECEMBER 31, 2005, REPORTED ON BY PRICEWATERHOUSECOOPERS LLP,
AND DECEMBER 31, 2006, REPORTED ON BY KPMG LLP, INDEPENDENT PUBLIC ACCOUNTANTS,
AND (II) AS OF AND FOR THE FISCAL QUARTER AND PORTION OF THE FISCAL YEAR ENDED
MARCH 31, 2007, SETTING FORTH IN COMPARATIVE FORM THE FIGURES FOR THE
CORRESPONDING PERIOD OF (OR, IN THE CASE OF THE BALANCE SHEET, AS OF THE END OF)
THE PREVIOUS FISCAL YEAR, ALL CERTIFIED BY A RESPONSIBLE OFFICER.
SUCH
FINANCIAL STATEMENTS PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL
POSITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS OF SUCH DATES AND FOR SUCH PERIODS IN ACCORDANCE
WITH GAAP, SUBJECT TO YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCES OF FOOTNOTES,
IN THE CASE OF THE STATEMENTS REFERRED TO IN CLAUSE (II).
(B)
SINCE DECEMBER 31, 2006, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN THE BUSINESS, ASSETS, OPERATIONS, PROSPECTS OR CONDITION, FINANCIAL OR
OTHERWISE, OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES, TAKEN AS A WHOLE (IT
BEING UNDERSTOOD THAT NONE OF (I) THE ISSUANCE OF THE PREFERRED STOCK, (II) THE
SOUTHERN GAS ACQUISITION, NOR (III) CHANGES IN COMMODITY PRICES FOR HYDROCARBONS
AFFECTING THE OIL AND GAS INDUSTRY AS A WHOLE DOES NOT CONSTITUTE A MATERIAL
ADVERSE CHANGE).
SECTION 4.05.
PROPERTIES.
(A)
EXCEPT