THE LOAN
PARTIES AND THE LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY REASONABLY REQUEST,
AND FAVORABLE OPINIONS OF DUBBERSTEIN HEINEN & MORRIS PC, SPECIAL OKLAHOMA
COUNSEL TO THE ADMINISTRATIVE AGENT, ADDRESSED TO THE ADMINISTRATIVE AGENT AND
EACH LENDER;
(VII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER EITHER
(A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY ANY LOAN PARTY AND
THE VALIDITY AGAINST ANY 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)
THE INITIAL FINANCIAL STATEMENTS;
(IX)
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; (B) THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE
OF THE AUDITED FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE REASONABLY EXPECTED
TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT;
(C) THAT, AFTER GIVING EFFECT TO THE CREDIT EXTENSION REQUESTED ON THE CLOSING
DATE, THE AGGREGATE COMMITMENTS WILL EXCEED THE TOTAL OUTSTANDINGS BY AN AMOUNT
OF AT LEAST EQUAL TO $75,000,000; AND (D) THAT CONTEMPORANEOUSLY WITH THE MAKING
OF SUCH CREDIT EXTENSION, THE BORROWER SHALL RECEIVE GROSS PROCEEDS OF AT LEAST
$170,000,000 FROM LOANS MADE PURSUANT TO THE SENIOR BRIDGE FACILITY.
(X)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT;
(XI)
DOCUMENTS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
ADMINISTRATIVE AGENT, ASSIGNING THE INDEBTEDNESS AND LIENS UNDER THE COMERICA
CREDIT FACILITY AND THE SCISSORTAIL CREDIT FACILITY TO THE ADMINISTRATIVE AGENT
ON THE CLOSING DATE AND CONFIRMING THE TERMINATION OF SUCH CREDIT FACILITIES;
48
(XII)
A REPORT SUMMARIZING ALL HEDGING CONTRACTS ENTERED INTO BY THE
BORROWER OR ANY RESTRICTED SUBSIDIARY AND IN EFFECT AS OF THE CLOSING DATE,
WHICH HEDGING CONTRACTS SHALL BE SUFFICIENT TO MITIGATE BORROWER'S AND
RESTRICTED SUBSIDIARIES' COMMODITY PRICE RISK AS OF THE CLOSING DATE AS
DETERMINED BY ADMINISTRATIVE AGENT;
(XIII)
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE BORROWER, IN
SUBSTANTIALLY THE FORM OF EXHIBIT I HERETO, ATTESTING TO THE SOLVENCY OF EACH
LOAN PARTY BEFORE AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND THE ACQUISITION DOCUMENTS;
(XIV)
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE BORROWER (A)
ATTACHING FORECASTS, IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, OF INCOME STATEMENTS FOR THE FISCAL QUARTER ENDING DECEMBER 31, 2005 AND
FOR EACH YEAR COMMENCING WITH THE FIRST FISCAL YEAR OF THE BORROWER FOLLOWING
THE CLOSING DATE THROUGH THE MATURITY DATE, (B) CERTIFYING THAT (1) THE PRO
FORMA CONSOLIDATED EBITDA (CALCULATED GIVING PRO FORMA EFFECT TO THE
ACQUISITION) FOR THE TWELVE MONTHS ENDED MARCH 31, 2005 WAS NOT LESS THAN
$72,000,000, (2) THE PRO FORMA CONSOLIDATED TOTAL LEVERAGE RATIO (CALCULATED
GIVING PRO FORMA EFFECT TO THE ACQUISITION) FOR THE