AS THOUGH MADE ON AND AS
OF THE DATE HEREOF; AND
(C)
NO DEFAULT OR EVENT OF DEFAULT UNDER THE
CREDIT AGREEMENT HAS OCCURRED AND IS CONTINUING.
SECTION 17.
EXPENSES, ADDITIONAL
INFORMATION.
BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT ALL REASONABLE
EXPENSES INCURRED IN CONNECTION WITH THE EXECUTION OF THIS FIRST AMENDMENT,
INCLUDING ALL REASONABLE EXPENSES INCURRED IN CONNECTION WITH ANY PREVIOUS
NEGOTIATION AND LOAN DOCUMENTATION.
BORROWER SHALL FURNISH TO THE
ADMINISTRATIVE AGENT AND LENDERS ALL SUCH OTHER DOCUMENTS, CONSENTS AND
INFORMATION RELATING TO BORROWER AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUIRE TO ACCOMPLISH THE PURPOSES HEREOF.
4
SECTION 18.
CONDITIONS TO EFFECTIVENESS.
THIS FIRST AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE "EFFECTIVE DATE")
WHEN, AND ONLY WHEN:
(A)
BORROWER, ADMINISTRATIVE AGENT AND THE
LENDERS SHALL HAVE EXECUTED AND DELIVERED TO THE ADMINISTRATIVE AGENT A
COUNTERPART OF THIS FIRST AMENDMENT;
(B)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
RESOLUTIONS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF BORROWER AND EACH GUARANTOR AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS FIRST AMENDMENT, EACH SUCH COPY BEING ATTACHED TO AN
ORIGINAL CERTIFICATE OF AN AUTHORIZED OFFICER OF THE BORROWER AND EACH
GUARANTOR, DATED AS OF THE FIRST AMENDMENT CLOSING DATE CERTIFYING (I) THAT THE
RESOLUTIONS ATTACHED THERETO ARE TRUE, CORRECT AND COMPLETE COPIES OF
RESOLUTIONS DULY ADOPTED BY BORROWER AND EACH GUARANTOR, AS APPLICABLE,
(II) THAT SUCH RESOLUTIONS CONSTITUTE ALL RESOLUTIONS ADOPTED WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY, (III) THAT SUCH RESOLUTIONS HAVE NOT BEEN
AMENDED, MODIFIED, REVOKED OR RESCINDED AS OF THE FIRST AMENDMENT CLOSING DATE,
(IV) THAT THE ARTICLES OF ORGANIZATION AND REGULATIONS OF THE BORROWER AND EACH
GUARANTOR, AS APPLICABLE, HAVE NOT BEEN AMENDED OR OTHERWISE MODIFIED SINCE THE
EFFECTIVE DATE OF THE CREDIT AGREEMENT, EXCEPT PURSUANT TO ANY AMENDMENTS
ATTACHED THERETO, AND (V) AS TO THE INCUMBENCY AND SIGNATURE OF THE OFFICERS OF
THE BORROWER AND EACH GUARANTOR EXECUTING THIS FIRST AMENDMENT;
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY THE BORROWER AND EACH GUARANTOR IN OR PURSUANT TO THE LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS;
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING;
(E)
NO EVENT SHALL HAVE OCCURRED WITH RESPECT
TO THE PARENT, THE BORROWER AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, WHICH, IN
THE REASONABLE OPINION OF THE LENDERS, HAS HAD, OR COULD REASONABLY BE EXPECTED
TO HAVE, A MATERIAL ADVERSE EFFECT;
(F)
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FULLY EXECUTED COPY OF THAT CERTAIN FEE LETTER BETWEEN THE BORROWER AND
ADMINISTRATIVE AGENT PERTAINING TO CERTAIN FEES AND EXPENSES PAYABLE BY BORROWER
TO SUCH PARTIES AS SET FORTH IN SUCH LETTER AND ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT OF POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY THE BORROWER HEREUNDER;
(G)
THE BORROWER SHALL HAVE ACQUIRED 100% OF THE
OUTSTANDING MEMBERSHIP INTERESTS IN HILAND PARTNERS, LLC