AND ALL DISTRIBUTIONS AND
DIVIDENDS ON ANY EQUITY INTERESTS OWNED
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BY ANY CREDIT PARTY ARE DEPOSITED AND MAINTAINED, FROM THE DATE OF RECEIPT BY
ANY CREDIT PARTY, IN AN ELIGIBLE ACCOUNT.
ARTICLE V
CONDITIONS
SECTION 5.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS AND THE LENDER
COUNTERPARTIES TO CONTINUE THE ORIGINAL LOANS AND THE EXISTING SWAP AGREEMENTS
AND THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND OF THE ISSUING BANK TO
ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON
WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE
WITH SECTION 11.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM
EACH PARTY HERETO EITHER (I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF
SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
(WHICH MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS
AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN
OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE
EFFECTIVE DATE) OF HAYNES AND BOONE, L.L.P., COUNSEL FOR THE CREDIT PARTIES,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B, AND COVERING SUCH OTHER MATTERS RELATING
TO THE CREDIT PARTIES, AND THIS AGREEMENT AS THE MAJORITY LENDERS SHALL
REASONABLY REQUEST AND (II) IF AGREED BY OPINING COUNSEL, OPINIONS DELIVERED IN
CONNECTION WITH THE SOUTHERN GAS PURCHASE AGREEMENT, IF ANY, ADDRESSED TO THE
LENDERS OR ACCOMPANIED BY RELIANCE LETTERS IN FAVOR OF THE LENDERS STATING THAT
THE LENDERS MAY RELY ON SUCH OPINIONS AS THOUGH THEY WERE ADDRESSED TO THEM.
THE CREDIT PARTIES HEREBY REQUEST SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF EACH CREDIT PARTY,
THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL MATTERS RELATING TO
THE CREDIT PARTIES, THIS AGREEMENT OR THE TRANSACTIONS, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE EFFECTIVE DATE AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER,
CONFIRMING THAT THE CREDIT PARTIES HAVE (I) COMPLIED WITH THE CONDITIONS SET
FORTH IN PARAGRAPHS (A) AND (B) OF SECTION 5.02, (II) COMPLIED WITH THE
COVENANTS SET FORTH IN SECTION 6.05 (AND DEMONSTRATING SUCH COMPLIANCE BY THE
ATTACHMENT OF AN INSURANCE SUMMARY AND INSURANCE CERTIFICATES EVIDENCING THE
COVERAGE DESCRIBED IN SUCH SUMMARY) (III) COMPLIED WITH THE REQUIREMENTS OF
SECTION 6.09 AND SECTION 6.10, AND (IV) SIMULTANEOUSLY WITH THE INITIAL
BORROWING UNDER THIS AGREEMENT AND IN ACCORDANCE WITH APPLICABLE LAW,
CONSUMMATED (OR CAUSED ONE OR MORE OF THE RESTRICTED SUBSIDIARIES TO CONSUMMATE)
THE SOUTHERN GAS ACQUISITION WITHOUT WAIVER OR AMENDMENT OF ANY MATERIAL TERM OR
CONDITION OF THE SOUTHERN GAS PURCHASE AGREEMENT (NOT OTHERWISE CONSENTED TO BY
THE ADMINISTRATIVE AGENT).
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(E)
THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ARRANGER