entitling Borrower to require such assignment and
delegation cease to apply.
Any Lender Party being replaced shall execute and
deliver an Assignment and Acceptance with respect to such Lender Party's
outstanding Loans and participations in LC Obligations.
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ARTICLE IV
CONDITIONS PRECEDENT TO LENDING
SECTION 4.1.
DOCUMENTS TO BE DELIVERED.
NO
LENDER HAS ANY OBLIGATION TO MAKE ITS FIRST LOAN, AND LC ISSUER HAS NO
OBLIGATION TO ISSUE THE FIRST LETTER OF CREDIT, UNLESS AGENT SHALL HAVE RECEIVED
ALL OF THE FOLLOWING, AT AGENT'S OFFICE IN HOUSTON, TEXAS, DULY EXECUTED AND
DELIVERED AND IN FORM, SUBSTANCE AND DATE REASONABLY SATISFACTORY TO THE AGENT,
THE LENDERS AND THEIR COUNSEL:
(A)
THIS AGREEMENT.
(B)
EACH REVOLVING NOTE.
(C)
A GUARANTY EXECUTED BY EACH GUARANTOR
EXISTING ON THE DATE HEREOF.
(D)
EACH SECURITY DOCUMENT LISTED ON THE
SCHEDULE 4.1.
(E)
THE FOLLOWING CERTIFICATES OF BORROWER AND,
AS APPROPRIATE, THE SUBSIDIARIES:
(I)
AN "OMNIBUS CERTIFICATE" OF THE
SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER AND EACH GUARANTOR, WHICH SHALL
CONTAIN THE NAMES AND SIGNATURES OF THE OFFICERS OF BORROWER AND EACH GUARANTOR
AUTHORIZED TO EXECUTE LOAN DOCUMENTS AND WHICH SHALL CERTIFY TO THE TRUTH,
CORRECTNESS AND COMPLETENESS OF THE FOLLOWING EXHIBITS ATTACHED THERETO:
(1) A
COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF BORROWER AND EACH
GUARANTOR AND IN FULL FORCE AND EFFECT AT THE TIME THIS AGREEMENT IS ENTERED
INTO, AUTHORIZING THE EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, (2) A COPY OF THE CHARTER
DOCUMENTS OF BORROWER AND EACH GUARANTOR AND ALL AMENDMENTS THERETO, CERTIFIED
BY THE APPROPRIATE OFFICIAL OF SUCH PARTY'S STATE OF ORGANIZATION, AND (3) A
COPY OF THE BYLAWS OF BORROWER AND EACH GUARANTOR;
(II)
A "CLOSING CERTIFICATE" OF THE CHIEF
FINANCIAL OFFICER OF BORROWER, AS OF THE CLOSING DATE, CERTIFYING THAT (A) THE
CONDITIONS SET OUT IN SUBSECTIONS (A), (B), AND (C) OF SECTION 4.2 HAVE BEEN
SATISFIED AND (B) THE INITIAL FINANCIAL STATEMENTS OF BORROWER DELIVERED TO THE
AGENT FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION FOR THE PERIODS COVERED
THEREBY, AS OF THE DATE OF SUCH INITIAL FINANCIAL STATEMENTS; AND
(III)
A BORROWING BASE CERTIFICATE DATED AS OF THE
CLOSING DATE
(F)
A CERTIFICATE OF EXISTENCE AND GOOD
STANDING FOR BORROWER ISSUED BY THE SECRETARY OF STATE OF DELAWARE, A
CERTIFICATE OF DUE QUALIFICATION TO DO BUSINESS FOR THE BORROWER ISSUED BY THE
SECRETARY OF STATE OF TEXAS, AND A CERTIFICATE OF ACCOUNT STATUS FOR THE
BORROWER ISSUED BY THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS.
38
(G)
A FAVORABLE OPINION OF (I) BRACEWELL &
GIULIANI LLP, COUNSEL FOR RESTRICTED PERSONS, SUBSTANTIALLY IN THE FORM SET
FORTH IN EXHIBIT 4.1(G)(I); AND (II) TRENT MCKENNA, IN-HOUSE COUNSEL FOR
RESTRICTED PERSONS, SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT 4.1(G)(II).
(H)
THE INITIAL FINANCIAL STATEMENTS.
(I)
THE CERTIFICATE OR CERTIFICATES OF
INSURANCE REQUIRED BY SECTION 6.8.