MAY REASONABLY REQUEST;
37
(VI)
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;
(VII)
THE INITIAL FINANCIAL STATEMENTS;
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER
CERTIFYING (A) THAT THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND EACH
OTHER LOAN PARTY CONTAINED IN ARTICLE V OR ANY OTHER LOAN DOCUMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE, EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER
DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH EARLIER DATE, (B) THAT NO DEFAULT EXISTS, OR WOULD RESULT FROM SUCH THE
BRIDGE LOANS OR FROM THE APPLICATION OF THE PROCEEDS THEREOF; (C) 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; (D) THAT, AFTER GIVING EFFECT TO THE
INDEBTEDNESS (INCLUDING ALL LETTERS OF CREDIT ISSUED OR DEEMED ISSUED
THEREUNDER) INCURRED BY THE BORROWER UNDER THE CREDIT AGREEMENT ON THE CLOSING
DATE, THE BORROWER COULD BORROW AT LEAST AN ADDITIONAL $75,000,000 UNDER THE
CREDIT AGREEMENT, AND (E) THAT CONTEMPORANEOUSLY WITH THE MAKING OF THE BRIDGE
LOANS, THE BORROWER SHALL RECEIVE GROSS PROCEEDS OF AT LEAST $175,000,000 FROM
THE ISSUANCE OF EQUITY INTERESTS;
(ix)
evidence that all insurance required to be maintained pursuant to
the Loan Documents has been obtained and is in effect;
(X)
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 CREDIT FACILITY AGENT
ON THE CLOSING DATE, AND CONFIRMING THE TERMINATION OF SUCH CREDIT FACILITIES;
(XI)
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;
(XII)
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE BORROWER, IN
SUBSTANTIALLY THE FORM OF EXHIBIT H 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;
(XIII)
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