SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
SECTION 4.03.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE TRANSACTIONS (A) DO NOT REQUIRE ANY CONSENT OR APPROVAL OF, REGISTRATION OR
FILING WITH, OR ANY OTHER ACTION BY, ANY GOVERNMENTAL AUTHORITY, EXCEPT SUCH AS
HAVE BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT AND, AFTER THE
EFFECTIVE DATE, IN THE CASE OF EXCO, THE FILING OF THIS AGREEMENT AND RELATED
LOAN DOCUMENTS BY EXCO WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, (B) WILL
NOT VIOLATE ANY APPLICABLE LAW OR REGULATION OR THE CHARTER, BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY
ORDER OF ANY GOVERNMENTAL AUTHORITY, (C) WILL NOT VIOLATE OR RESULT IN A DEFAULT
UNDER ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT EVIDENCING MATERIAL
INDEBTEDNESS OR A MATERIAL SALES CONTRACT BINDING UPON THE BORROWER OR ANY
RESTRICTED SUBSIDIARY OR ANY OF THEIR RESPECTIVE ASSETS, OR GIVE RISE TO A RIGHT
THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY THE BORROWER OR ANY RESTRICTED
SUBSIDIARY, AND (D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON
ANY ASSET OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY NOT OTHERWISE PERMITTED
UNDER SECTION 7.02.
SECTION 4.04.
FINANCIAL CONDITION; NO MATERIAL
ADVERSE CHANGE.
(A)
THE BORROWER HAS HERETOFORE FURNISHED TO
THE LENDERS THE AUDITED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF
INCOME AND CASH FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF
AND FOR THE PERIOD BEGINNING SEPTEMBER 29, 2006 AND ENDING DECEMBER 31, 2006
CERTIFIED BY A RESPONSIBLE OFFICER. SUCH FINANCIAL STATEMENTS PRESENT FAIRLY, IN
ALL MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS OF OPERATIONS AND CASH
FLOWS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS OF SUCH DATES AND FOR
SUCH PERIODS IN ACCORDANCE WITH GAAP, SUBJECT TO YEAR-END AUDIT ADJUSTMENTS AND
THE ABSENCES OF FOOTNOTES.
(B)
SINCE DECEMBER 31, 2006, THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE IN THE BUSINESS, ASSETS, OPERATIONS, PROSPECTS OR
CONDITION, FINANCIAL OR OTHERWISE, OF THE BORROWER AND ITS SUBSIDIARIES, TAKEN
AS A WHOLE (IT BEING UNDERSTOOD THAT NEITHER (I) THE ANADARKO ASSET ACQUISITION,
NOR (II) CHANGES IN COMMODITY PRICES FOR HYDROCARBONS AFFECTING THE OIL AND GAS
INDUSTRY AS A WHOLE CONSTITUTES A MATERIAL ADVERSE CHANGE).
SECTION 4.05.
PROPERTIES.
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION
4.15 WITH RESPECT TO OIL AND GAS INTERESTS, THE BORROWER AND EACH RESTRICTED
SUBSIDIARY HAS GOOD TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL SUCH REAL AND
PERSONAL PROPERTY MATERIAL TO ITS BUSINESS, EXCEPT
50
FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE WITH ITS ABILITY TO CONDUCT ITS
BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH PROPERTIES FOR THEIR INTENDED
PURPOSES.
(B)
THE BORROWER AND EACH RESTRICTED SUBSIDIARY
OWNS, OR IS LICENSED TO USE, ALL TRADEMARKS, TRADENAMES, COPYRIGHTS, PATENTS AND
OTHER