EFFECTIVE DATE) OF EACH LOCAL COUNSEL OF THE BORROWER
APPROVED BY THE ADMINISTRATIVE AGENT, FOR EACH STATE WHERE ANY PORTION OF THE
COLLATERAL IS LOCATED, RELATING TO THE ENFORCEABILITY OF THE SECURITY DOCUMENTS
IN SUCH STATE AND ANY OTHER MATTERS AS ANY LENDER SHALL REASONABLY REQUEST;
(P)
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
THE BORROWER, THE GUARANTORS, THE PARENT AND THE GENERAL PARTNER, THE
AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS RELATING TO THE
BORROWER, THE GUARANTORS, PARENT AND THE GENERAL PARTNER, THIS SECOND AMENDMENT,
THE CREDIT AGREEMENT OR THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL; AND
(Q)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE
PRESIDENT OR A FINANCIAL OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE WITH THE
CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 4.02 OF THE CREDIT
AGREEMENT.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date upon the satisfaction of all of the foregoing conditions, and
such notice shall be conclusive and binding. Notwithstanding the foregoing, the
rights and obligations of the parties hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 9.02 of the Credit Agreement) at or prior to 3:00 p.m. Oklahoma City,
Oklahoma time, on June 30, 2006 (and, in the event such conditions are not so
satisfied or waived, this Second Amendment shall be null and void and of no
further force and effect.
SECTION 20.
MISCELLANEOUS PROVISIONS.
(A)
FROM AND AFTER THE EXECUTION AND DELIVERY
OF THIS SECOND AMENDMENT, THE CREDIT AGREEMENT SHALL BE DEEMED TO BE AMENDED AND
MODIFIED AS HEREIN PROVIDED, AND EXCEPT AS SO AMENDED AND MODIFIED THE CREDIT
AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.
(B)
THE CREDIT AGREEMENT, THE FIRST AMENDMENT
AND THIS SECOND AMENDMENT SHALL BE READ AND CONSTRUED AS ONE AND THE SAME
INSTRUMENT.
(C)
ANY REFERENCE IN ANY OF THE LOAN DOCUMENTS
TO THE CREDIT AGREEMENT SHALL BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
BY THE FIRST AMENDMENT AND THIS SECOND AMENDMENT.
(D)
THIS SECOND AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA AND OF THE
UNITED STATES OF AMERICA.
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(E)
THIS SECOND AMENDMENT MAY BE SIGNED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES IN SEPARATE COUNTERPARTS AND MAY
BE IN ORIGINAL OR FACSIMILE FORM, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(F)
THE HEADINGS HEREIN SHALL BE ACCORDED NO
SIGNIFICANCE IN INTERPRETING THIS SECOND AMENDMENT.
SECTION 21.
BINDING EFFECT. THIS SECOND AMENDMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE BORROWER, LENDERS AND THE ADMINISTRATIVE
AGENT AND THEIR RESPECTIVE SUCCESSORS