ADMINISTRATIVE AGENT, ADDRESSED TO THE ADMINISTRATIVE AGENT
AND EACH LENDER, AS TO THE ENFORCEABILITY OF THE CREDIT AGREEMENT, THE NOTES AND
THE GUARANTY UNDER TEXAS LAW;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH
LOAN PARTY EITHER (A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN
PARTY AND THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
THE BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A)
AND (B) HAVE BEEN SATISFIED, AND (B) THAT THERE HAS BEEN NO EVENT OR
CIRCUMSTANCE SINCE THE DATE OF THE INITIAL FINANCIAL STATEMENTS THAT HAS HAD OR
COULD BE REASONABLY EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT; AND (C) THE CALCULATION OF THE DEBT TO CAPITALIZATION
RATIO AS OF MARCH 31, 2004;
(IX)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT;
41
(X)
A BUDGET OF BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES FOR THE FISCAL YEAR 2004, PREPARED BY THE FINANCIAL PLANNING
DEPARTMENT OF THE BORROWER AND APPROVED BY THE BOARD OF DIRECTORS OF THE
BORROWER;
(XI)
PROJECTIONS OF BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES FOR THE FISCAL YEARS 2004 THROUGH 2008, PREPARED BY THE FINANCIAL
PLANNING DEPARTMENT OF BORROWER AND REVIEWED BY THE CHIEF FINANCIAL OFFICER OF
BORROWER;
(XII)
SUCH OTHER ASSURANCES, CERTIFICATES,
DOCUMENTS, CONSENTS OR OPINIONS AS THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR
THE REQUIRED LENDERS REASONABLY MAY REQUIRE;
(XIII)
LETTER AMENDMENT NO. 2 TO THIRD AMENDED AND
RESTATED MASTER SHELF AGREEMENT SHALL HAVE BEEN EXECUTED BY ALL PARTIES THERETO,
A FINAL COPY AND EXECUTION PAGES THEREOF SHALL HAVE BEEN DELIVERED TO
ADMINISTRATIVE AGENT, AND SUCH LETTER AMENDMENT SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT AND IN FULL FORCE AND EFFECT.
(B)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE
THE CLOSING DATE SHALL HAVE BEEN PAID.
(C)
THE INDEBTEDNESS UNDER THE EXISTING CREDIT
AGREEMENT SHALL BE REFINANCED WITH PROCEEDS OF THE INITIAL CREDIT EXTENSION.
(D)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT,
THE BORROWER SHALL HAVE PAID ALL ATTORNEY COSTS OF THE ADMINISTRATIVE AGENT TO
THE EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE, PLUS SUCH ADDITIONAL
AMOUNTS OF ATTORNEY COSTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF
ATTORNEY COSTS INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS
(PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF
ACCOUNTS BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT).
4.02
Conditions to all Credit Extensions.
The obligation
of each Lender to honor any Request for Credit Extension (other than a Loan
Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is