(II) AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING THE TEXCAL ACQUISITION, WILL BE, SOLVENT;
(T)
PLEDGED STOCK; STOCK POWERS; ACKNOWLEDGMENT AND CONSENT; PLEDGED
NOTES.
THE FIRST LIEN CREDIT AGENT, ON BEHALF OF ITSELF, FOR THE BENEFIT OF THE
FIRST LIEN SECURED PARTIES, AND AS AGENT AND BAILEE FOR THE COLLATERAL TRUSTEE,
FOR THE BENEFIT OF THE SECURED PARTIES, SHALL HAVE RECEIVED (I) THE CERTIFICATES
REPRESENTING THE SHARES OF CAPITAL STOCK OF THE COMPANY'S SUBSIDIARIES PLEDGED
PURSUANT TO THE SECURITY AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR
EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF, AND (II) EACH PROMISSORY NOTE PLEDGED BY THE COMPANY AND THE
GUARANTORS PURSUANT TO THE SECURITY AGREEMENT ENDORSED (WITHOUT RECOURSE) IN
BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK SATISFACTORY TO THE
FIRST LIEN CREDIT AGENT) BY THE PLEDGOR THEREOF; AND
(U)
NOTICE OF BORROWING.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A NOTICE OF BORROWING IN THE FORM OF EXHIBIT A WITH RESPECT TO THE INITIAL
CREDIT EXTENSIONS HEREUNDER CONTEMPLATED BY SECTION 2.1.
5.2
Conditions to All Credit Extensions.
The
obligation of each Lender to have made the Loans on the Effective Date and to
continue or convert any Loan under Section 2.3 (but specifically excluding the
conversion of LIBO Rate Loans on the last day of the Interest Period therefor
into Base Rate Loans) from and after the Effective Time was and is subject to
the satisfaction of the following conditions precedent on the Effective Date or
Conversion/Continuation Date, as applicable:
(A)
NOTICE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A NOTICE OF
CONVERSION/CONTINUATION (IF APPLICABLE);
(B)
CONTINUATION OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES IN ARTICLE VI AND SECTION 4.5(B) SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE EFFECTIVE DATE OR
CONVERSION/CONTINUATION DATE WITH THE SAME EFFECT AS IF MADE ON AND AS OF THE
EFFECTIVE DATE OR CONVERSION/CONTINUATION DATE (EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY REFER TO AN EARLIER DATE, IN WHICH CASE
THEY SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE);
(C)
NO EXISTING DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST
OR SHALL RESULT FROM SUCH MAKING, CONTINUATION OR CONVERSION;
(D)
NO EVENT OR CONDITION OF MATERIAL ADVERSE EFFECT.
NO EVENT OR
CONDITION HAVING A MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED SINCE DECEMBER
31, 2004, OR IF APPLICABLE THE DATE OF THE MOST RECENT ANNUAL AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY DELIVERED TO THE ADMINISTRATIVE
AGENT PURSUANT TO SECTION 7.1(A); AND
(E)
MORTGAGED PROPERTIES.
THE ADMINISTRATIVE AGENT SHALL BE SATISFIED
THAT THE LOAN PARTIES HAVE GRANTED TO THE COLLATERAL TRUSTEE, FOR THE BENEFIT OF
THE SECURED PARTIES, AT SUCH TIME, FULLY PERFECTED LIENS ON OIL AND GAS
PROPERTIES THAT ARE MORTGAGED PROPERTIES, SUBJECT ONLY TO PERMITTED LIENS,
SUFFICIENT TO CAUSE THE MORTGAGED PROPERTIES TO INCLUDE EIGHTY-FIVE
43
percent (85%) of the Net Present Value of the Proved Reserves and at least
ninety-five percent (95%) of