COSTS AND EXPENSES OWED PURSUANT TO THE EXISTING CREDIT
AGREEMENT (AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT AS IN EFFECT ON THE
EFFECTIVE DATE), THE FIRST LIEN CREDIT AGREEMENT AND UNDER THIS AGREEMENT,
INCLUDING THE FEE LETTER AGREEMENT, IN EACH CASE TO THE EXTENT THEN DUE AND
PAYABLE AT THE EFFECTIVE TIME, INCLUDING ANY SUCH COSTS, FEES AND EXPENSES
ARISING UNDER OR REFERENCED IN SECTIONS 2.8 AND 11.4;
(F)
CERTIFICATE.
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER,
DATED AS OF THE EFFECTIVE TIME, STATING THAT (I) THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN ARTICLE VI AND SECTION 4.5(B) ARE TRUE AND CORRECT ON
AND AS OF THE EFFECTIVE DATE, AS THOUGH MADE ON AND AS OF SUCH DATE; (II) NO
LITIGATION IS PENDING OR THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY OR ANY
TEXCAL SUBSIDIARY IN WHICH THERE IS A REASONABLE PROBABILITY OF AN ADVERSE
DECISION WHICH WOULD RESULT IN A MATERIAL ADVERSE EFFECT; AND (III) THERE HAS
OCCURRED NO EVENT OR CIRCUMSTANCE THAT HAS RESULTED OR WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT SINCE DECEMBER 31, 2004;
(G)
[INTENTIONALLY OMITTED];
(H)
TITLE.
EVIDENCE THAT THE COMPANY AND ITS SUBSIDIARIES HAVE AND,
UPON CONSUMMATION OF THE TEXCAL ACQUISITION, WILL HAVE GOOD AND MARKETABLE TITLE
ON AT LEAST 85% OF THE NET PRESENT VALUE OF THE PROVED RESERVES SUBJECT TO NO
OTHER LIENS, OTHER THAN PERMITTED LIENS, EVIDENCED BY TITLE INFORMATION
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE LENDERS;
(I)
ENVIRONMENTAL.
THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETED A
REVIEW SATISFACTORY TO THE ADMINISTRATIVE AGENT OF CURRENT PUBLIC ENVIRONMENTAL
DATA SOURCES, REGISTERS AND LISTS REGARDING THE COMPANY, EACH ORIGINAL GUARANTOR
AND EACH TEXCAL SUBSIDIARY AND THEIR RESPECTIVE OIL AND GAS PROPERTIES AND THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE SATISFIED WITH ALL ENVIRONMENTAL
MATTERS;
(J)
INSURANCE CERTIFICATES.
INSURANCE CERTIFICATES IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, FROM THE
COMPANY'S INSURANCE CARRIERS REFLECTING THE CURRENT INSURANCE POLICIES REQUIRED
UNDER SECTION 7.6 (SUCH INSURANCE WILL BE PRIMARY AND NOT CONTRIBUTING)
INCLUDING ANY NECESSARY ENDORSEMENTS TO REFLECT THE ADMINISTRATIVE AGENT AS LOSS
PAYEE FOR THE RATABLE BENEFIT OF THE LENDERS, WITH THE RIGHT TO RECEIVE AT LEAST
30 DAYS PRIOR NOTICE OF CANCELLATION OF ANY SUCH POLICY;
(K)
OTHER DOCUMENTS.
SUCH OTHER APPROVALS, OPINIONS, DOCUMENTS OR
MATERIALS AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REQUEST, INCLUDING THOSE
IN CONNECTION WITH THE TEXCAL ACQUISITION;
(L)
OPINIONS OF COUNSEL.
(I) AN OPINION OF DAVIS GRAHAM & STUBBS LLP
COVERING SUCH MATTERS AS THE ADMINISTRATIVE AGENT MAY REQUIRE AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT DATED AS OF THE EFFECTIVE
TIME, (II) AN OPINION OF BRACEWELL & GIULIANI LLP COVERING SUCH MATTERS OF NEW
YORK LAW AS THE ADMINISTRATIVE AGENT MAY REQUIRE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT DATED AS OF THE
41
EFFECTIVE TIME AND (III) OPINIONS OF HAYNES AND BOONE, LLP AND DOWNEY BRAND LLP
AS TO THE ENFORCEABILITY AND PERFECTION OF THE LIENS AND SECURITY INTERESTS
CREATED UNDER THE