PARTICIPATIONS IN LC OBLIGATIONS.
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ARTICLE IV
CONDITIONS PRECEDENT TO LENDING
Section 4.1
Documents to be Delivered.
No Lender has any obligation
to make its first Loan, and LC Issuer has no obligation to issue the first
Letter of Credit, unless Agent shall have received all of the following, at
Agent's office in Houston, Texas, duly executed and delivered and in form,
substance and date reasonably satisfactory to the Agent, the Lenders and their
counsel:
(A)
THIS AGREEMENT.
(B)
EACH REVOLVING NOTE.
(C)
A GUARANTY EXECUTED BY EACH GUARANTOR EXISTING ON THE DATE HEREOF.
(D)
EACH SECURITY DOCUMENT LISTED ON SCHEDULE 4.1.
(E)
THE FOLLOWING CERTIFICATES OF BORROWER AND, AS APPROPRIATE, THE
SUBSIDIARIES:
(I)
AN "OMNIBUS CERTIFICATE" OF THE SECRETARY OR ASSISTANT SECRETARY
OF THE BORROWER AND EACH GUARANTOR, WHICH SHALL CONTAIN THE NAMES AND SIGNATURES
OF THE OFFICERS OF BORROWER AND EACH GUARANTOR AUTHORIZED TO EXECUTE LOAN
DOCUMENTS AND WHICH SHALL CERTIFY TO THE TRUTH, CORRECTNESS AND COMPLETENESS OF
THE FOLLOWING EXHIBITS ATTACHED THERETO:
(1) A COPY OF RESOLUTIONS DULY ADOPTED
BY THE BOARD OF DIRECTORS OF BORROWER AND EACH GUARANTOR AND IN FULL FORCE AND
EFFECT AT THE TIME THIS AGREEMENT IS ENTERED INTO, AUTHORIZING THE EXECUTION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS DELIVERED OR TO BE DELIVERED IN
CONNECTION HEREWITH AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN
AND THEREIN, (2) A COPY OF THE CHARTER DOCUMENTS OF BORROWER AND EACH GUARANTOR
AND ALL AMENDMENTS THERETO, CERTIFIED BY THE APPROPRIATE OFFICIAL OF SUCH
PARTY'S STATE OF ORGANIZATION, AND (3) A COPY OF THE BYLAWS OF BORROWER AND EACH
GUARANTOR; AND
(II)
A "CLOSING CERTIFICATE" OF THE CHIEF FINANCIAL OFFICER OF
BORROWER, AS OF THE CLOSING DATE, CERTIFYING THAT (A) THE CONDITIONS SET OUT IN
SUBSECTIONS (A), (B), AND (C) OF SECTION 4.2 HAVE BEEN SATISFIED AND (B) THE
INITIAL FINANCIAL STATEMENTS OF BORROWER DELIVERED TO THE AGENT FAIRLY PRESENT
THE CONSOLIDATED FINANCIAL POSITION FOR THE PERIODS COVERED THEREBY, AS OF THE
DATE OF SUCH INITIAL FINANCIAL STATEMENTS.
(F)
A CERTIFICATE OF EXISTENCE AND GOOD STANDING FOR BORROWER ISSUED
BY THE SECRETARY OF STATE OF DELAWARE, A CERTIFICATE OF DUE QUALIFICATION TO DO
BUSINESS FOR THE BORROWER ISSUED BY THE SECRETARY OF STATE OF TEXAS, AND A
CERTIFICATE OF ACCOUNT STATUS FOR THE BORROWER ISSUED BY THE TEXAS COMPTROLLER
OF PUBLIC ACCOUNTS.
(G)
A FAVORABLE OPINION OF (I) BRACEWELL & GIULIANI LLP, COUNSEL FOR
RESTRICTED PERSONS, SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT 4.1(G)(I);
AND (II) TRENT MCKENNA, IN-HOUSE COUNSEL FOR RESTRICTED PERSONS, SUBSTANTIALLY
IN THE FORM SET FORTH IN EXHIBIT 4.1(G)(II).
(H)
THE INITIAL FINANCIAL STATEMENTS.
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(I)
THE CERTIFICATE OR CERTIFICATES OF INSURANCE REQUIRED BY SECTION
6.8.
(J)
PAYMENT OF ALL FEES INCLUDING ALL COMMITMENT FEES, UPFRONT,
AGENT, AND LEAD ARRANGER FEES REQUIRED TO BE PAID TO ANY LENDER OR ANY OTHER
PARTY PURSUANT TO ANY LOAN DOCUMENTS.
(K)
CONFIRMATION THAT ALL INDEBTEDNESS UNDER THE PRIOR CREDIT
DOCUMENTS HAS BEEN PAID OR