REQUEST.
(R)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT THE SOUTHERN GAS HEDGES ASSIGNED TO ONE OR MORE OF
THE CREDIT PARTIES ON THE EFFECTIVE DATE ARE IN NOTIONAL AMOUNTS COVERING AT
LEAST EIGHTY PERCENT (80%) OF THE FORECASTED PRODUCTION FROM
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PROVED PRODUCING RESERVES, INCLUDED IN THE SOUTHERN GAS ASSETS (OTHER THAN
NATURAL GAS LIQUIDS) THROUGH DECEMBER 31, 2009.
(S)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT THE BORROWER HAS RECEIVED AT LEAST $2,000,000,000 AS
GROSS CASH PROCEEDS FROM THE ISSUANCE OF THE PREFERRED STOCK PURSUANT TO THE
PREFERRED STOCK DOCUMENTS AND OTHERWISE ON TERMS AND CONDITIONS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THAT AFTER GIVING EFFECT TO ANY
PERMITTED CONTRIBUTIONS TO OR INVESTMENTS IN THE MLP SUBSIDIARIES ON OR AFTER
THE DATE SUCH PREFERRED STOCK WAS ISSUED, THE BORROWER RETAINED NOT LESS THAN
$330,000,000 OF SUCH PROCEEDS MINUS ALL TAXES AND CUSTOMARY FEES AND (INCLUDING
LEGAL FEES, ACCOUNTING FEES AND ADVISORY FEES), COMMISSIONS, DISCOUNTS, COSTS
AND OTHER EXPENSES INCURRED IN CONNECTION THEREWITH.
(T)
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE RECEIVED THE
AUDITED FINANCIAL STATEMENTS DESCRIBED IN SECTION 4.04(A).
(U)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A
DESCRIPTION OF THE SOURCES AND USES OF FUNDING FOR THE TRANSACTIONS THAT IS
CONSISTENT WITH THE TERMS OF THE LOAN DOCUMENTS, THE PREFERRED STOCK DOCUMENTS
AND THE SOUTHERN GAS PURCHASE DOCUMENTS AND OTHERWISE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE ARRANGER AND THE CAPITALIZATION, STRUCTURE AND
EQUITY OWNERSHIP OF THE BORROWER AFTER THE TRANSACTIONS SHALL BE SATISFACTORY TO
THE LENDERS IN ALL RESPECTS.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 11.02) at or prior to 3:00 p.m. on May 31, 2007 (and, in the
event such conditions are not so satisfied or waived, the Aggregate Commitment
shall terminate at such time).
SECTION 5.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN
ON THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW
OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY SET FORTH
IN THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION OF SUCH LETTER OF CREDIT, AS APPLICABLE EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE.
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH
BORROWING OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH