COUNSEL TO DELIVER
SUCH OPINION;
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FAVORABLE WRITTEN
OPINIONS (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE
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;
8
(N)
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 FOURTH AMENDMENT, THE CREDIT
AGREEMENT OR THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL; AND
(O)
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 February 6, 2008 (and, in the event such conditions are not so
satisfied or waived, this Fourth Amendment shall be null and void and of no
further force and effect).
SECTION 14.
MISCELLANEOUS PROVISIONS.
(A)
FROM AND AFTER THE EXECUTION AND DELIVERY OF THIS FOURTH
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, THE SECOND AMENDMENT,
THE THIRD AMENDMENT AND THIS FOURTH 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,
THE SECOND AMENDMENT, THE THIRD AMENDMENT AND THIS FOURTH AMENDMENT.
(D)
THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA AND OF THE UNITED STATES OF
AMERICA.
(E)
THIS FOURTH 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