OF THE COMPANY BY THE CORPORATE
SECRETARY OF THE COMPANY CERTIFYING TO C&T (C) THAT SUCH COPIES ARE TRUE,
CORRECT
51
AND COMPLETE COPIES OF SUCH RESOLUTIONS AND BYLAWS, RESPECTIVELY, (D) THAT SUCH
RESOLUTIONS AND BYLAWS WERE DULY ADOPTED AND HAVE NOT BEEN AMENDED OR RESCINDED,
AND (E) AS TO THE INCUMBENCY AND AUTHORITY OF THE OFFICER(S) OF THE COMPANY WHO
EXECUTED THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS;
(VII)
AN EXECUTED WAIVER FROM EACH OF THE INDIVIDUALS FROM WHOM THE
COMPANY WAS REQUIRED TO OBTAIN A WAIVER PURSUANT TO SECTION 5.08;
(VIII)
EVIDENCE REASONABLY SATISFACTORY TO C&T THAT THE COVENANT SET
FORTH IN SECTION 5.10 HAS BEEN SATISFIED;
(IX)
WRITTEN RESIGNATIONS (AS EMPLOYEES) OF THE FOLLOWING OFFICERS OF
THE COMPANY: THOMAS K. BARRY AND KENNETH J. ROBINSON;
(X)
THE WRITTEN AGREEMENT OF BARRY TERMINATING HIS "EMPLOYMENT AND
CONSULTING" CONTRACT WITH THE COMPANY DATED SEPTEMBER 18, 1984;
(XI)
RECORDED ORIGINALS OF THE CORRECTIVE DEEDS REFERENCED IN
SECTION 501(F)(VI);
(XII)
IN
THE EVENT OF THE AMENDMENT TO EXISTING COMPENSATION
ARRANGEMENTS REFERENCED IN SECTION 2.02(E)(II), AN OPINION OF RICH MAY, OR OTHER
REPUTABLE FEDERAL INCOME TAX COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO
C&T, THAT THE FAVORABLE EXCISE TAX TREATMENT AND FINANCIAL RESULT TO THE COMPANY
REFERENCED IN SECTION 2.02(E)(II) AND RESULTING FROM THE AMENDMENTS REFERENCED
IN SECTION 8.01(R) HAS BEEN OBTAINED; AND
(XIII)
SUCH OTHER CERTIFICATES, DOCUMENTS AND INSTRUMENTS AS C&T MAY
REASONABLY REQUEST RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY.
(J)
THE COMPANY SHALL NOT HAVE OR AGREE TO ANY CONSENT ACTIONS OR
ORDERS WITHOUT C&T'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
(K)
THE COMPANY SHALL HAVE MADE COMMERCIALLY REASONABLE BEST EFFORTS
TO OBTAINED THE EXTENDED INSURANCE POLICIES;
(L)
C&T SHALL HAVE OBTAINED A PHASE I ENVIRONMENTAL AUDIT REPORT FROM
AN ENVIRONMENTAL CONSULTING FIRM REASONABLY ACCEPTABLE TO THE COMPANY ON THE
COMPANY'S REAL PROPERTY INDICATING THE EXISTENCE OF NO MATERIAL CONTAMINATION
ON, OR BREACH OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO, THE OWNERSHIP OR LEASE
AND OPERATION OF SUCH PROPERTIES;
(M)
THE NEW YORK STATE PUBLIC SERVICE COMMISSION SHALL HAVE ISSUED A
FINAL ORDER IN CASE NOS. 05-G-1359, 05-G-1268, 04-G-1032
HERETOFORE FILED BY
COMPANY (AND REQUESTING CERTAIN RATE RELIEF) GRANTING COMPANY RATE RELIEF NO
LESS THAN AS SPECIFIED IN THE GAS RATES JOINT PROPOSAL (MARCH 15, 2006) AND
AMENDMENT TO GAS RATES JOINT PROPOSAL (APRIL 14, 2006) HERETOFORE FILED IN SAID
CASES, WITHOUT ANY ADDITIONAL CONTINGENCIES, REQUIREMENTS OR STIPULATIONS
WHATSOEVER OTHER THAN SUCH AS WOULD REQUIRE NO (I) ADDITIONAL
52
FINANCIAL OUTLAY OR REDUCTION IN ANTICIPATED REVENUES BY COMPANY, SURVIVING
CORPORATION OR C&T AND (II) NO MATERIAL COMMITMENT OF NON-FINANCIAL RESOURCES TO
ACCOMPLISH OR SATISFY SAME. NOTWITHSTANDING THE FOREGOING, ANY FINAL ORDER THAT
SATISFIES THE REQUEST BY MULTIPLE INTERVENORS DATED APRIL 21, 2006 FOR RETURN OF
DEFERRED ADDITIONAL REVENUES IN EQUAL MONTHLY INCREMENTS AMORTIZED OVER NO LESS
THAN TWELVE (12) MONTHS BEGINNING ON JANUARY 1, 2007, IS DEEMED TO SATISFY
CONDITIONS (I) AND (II), ABOVE;
(N)
THE COMPANY SHALL HAVE TERMINATED THE DISPUTE CURRENTLY PENDING