STATEMENTS;
(IX)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE US BORROWER
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A), (B) AND (C)
HAVE BEEN SATISFIED AND (B) THE CURRENT DEBT RATINGS;
(X)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT;
72
(XI)
DOCUMENTS, IN FORM AND SUBSTANCE SATISFACTORY TO US
ADMINISTRATIVE AGENT, CONFIRMING THAT WITH THE CONCURRENT PAYMENT IN FULL OF ALL
INDEBTEDNESS UNDER THE RANGELAND CREDIT FACILITY ON THE CLOSING DATE OTHER THAN
EXISTING LETTERS OF CREDIT AND EXISTING BAS, (A) ALL LIEN RELEASES, UCC-3
TERMINATION STATEMENTS AND OTHER DOCUMENTATION EVIDENCING THE RELEASE OF LIENS
ON ANY LOAN PARTY'S PROPERTY SECURING SUCH INDEBTEDNESS SHALL BE RELEASED AND
(B) THE CREDIT FACILITIES THEREUNDER SHALL CONTEMPORANEOUSLY THEREWITH BE
TERMINATED;
(XII)
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE US BORROWER, IN
SUBSTANTIALLY THE FORM OF EXHIBIT H HERETO, ATTESTING TO THE SOLVENCY OF EACH
LOAN PARTY BEFORE AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND THE VALERO ACQUISITION DOCUMENTS;
(XIII)
A CERTIFICATE FROM THE CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER OF THE US BORROWER (A) ATTACHING FORECASTS, IN FORM REASONABLY
SATISFACTORY TO THE US ADMINISTRATIVE AGENT, OF BALANCE SHEETS, INCOME
STATEMENTS AND CASH FLOW STATEMENTS FOR EACH YEAR COMMENCING WITH THE FIRST
FISCAL YEAR OF THE US BORROWER FOLLOWING THE CLOSING DATE THROUGH THE MATURITY
DATE, (B) CERTIFYING THAT (1) THE PRO FORMA CONSOLIDATED EBITDA (CALCULATED
GIVING PRO FORMA EFFECT TO THE VALERO ACQUISITION) FOR THE TWELVE MONTHS ENDED
JUNE 30, 2005 WAS NOT LESS THAN $128,500,000, (2) THE PRO FORMA CONSOLIDATED
TOTAL LEVERAGE RATIO (CALCULATED GIVING PRO FORMA EFFECT TO THE VALERO
ACQUISITION) FOR THE TWELVE MONTHS ENDED JUNE 30, 2005 WAS NOT GREATER THAN 4.2
TO 1.0, AND (3) SUCH PRO FORMA FINANCIAL STATEMENTS AND FORECASTS WERE PREPARED
IN GOOD FAITH ON THE BASIS OF ASSUMPTIONS THAT WERE REASONABLE IN LIGHT OF THEN
EXISTING CONDITIONS, AND (C) CERTIFYING (PRIOR TO GIVING EFFECT TO THE VALERO
ACQUISITION) AS TO MATTERS THAT WOULD BE REQUIRED BY SECTION 906 AND SECTION 302
OF SARBANES-OXLEY.
(XIV)
A COPY OF EACH VALERO ACQUISITION DOCUMENT AND ALL OTHER MATERIAL
DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR DELIVERED BY ANY LOAN
PARTY IN CONNECTION WITH THE VALERO ACQUISITION AGREEMENT AND THE CLOSING OF THE
VALERO ACQUISITION, TOGETHER WITH A CERTIFICATE FROM THE RESPONSIBLE OFFICER OF
THE US BORROWER CERTIFYING THAT (A) SUCH COPIES ARE ACCURATE AND COMPLETE AND
REPRESENT THE COMPLETE UNDERSTANDING AND AGREEMENT OF THE PARTIES THERETO, (B)
NO MATERIAL RIGHT OR OBLIGATION OF ANY PARTY THERETO HAS BEEN MODIFIED, AMENDED
OR WAIVED, EXCEPT AS OTHERWISE DISCLOSED IN SUCH CERTIFICATE, (C) THE US
BORROWER HAS OBTAINED ALL APPROVALS REQUIRED BY THE UNITED STATES FEDERAL TRADE
COMMISSION AND (D) SUBJECT ONLY TO FUNDING THE INITIAL BORROWING TO BE MADE
HEREUNDER, THE VALERO ACQUISITION HAS BEEN CONSUMMATED ON THE TERMS SET FORTH IN
SUCH VALERO ACQUISITION DOCUMENTS; AND
(XV)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR
OPINIONS