Common use of Conditions Precedent to the Initial Credit Event Clause in Contracts

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of the Borrowers; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrower, the General Partner and the Delegate in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder its initial Loan or the obligation of the Issuing Bank to issue Letters the initial Letter of Credit hereunder shall not become effective until the date on which each of is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) the Company Security Agreement executed by the Company; (iv) the Subsidiary Guarantors Security Agreements executed by the respective Subsidiary Guarantors party thereto; (v) the Intercompany Notes executed by the respective Subsidiary Guarantors makers thereof; (vi) a certificate of an officer and of the secretary or an assistant secretary of the Delegateeach Loan Party or its general partner or managing member, as applicable, certifying, inter alia alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate or articles of incorporation, partnership agreement or articles of organization, as the case may be, as amended and in effect, of the General Partnersuch Loan Party and of its general partner or managing member, the partnership agreements, each as amended and in effect, of the Borrowersif any, the bylaws, as amended and in effect, of the General Partner such Loan Party and the resolutions adopted by the Board of Directors of the Delegate such Loan Party or its general partner or managing member (1) authorizing the execution, delivery and performance by each Borrower such Loan Party of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit (other than the Existing Letter of Credit) to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate such Loan Party or its general partner or managing member to execute and deliver the Loan Documents to which such Borrower Loan Party is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate such Loan Party or its general partner or managing member executing any documents on its behalf and behalf, (C) (1) that the representations and warranties made by such Borrower Loan Party in each Loan Document to which such Borrower Loan Party is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower Person and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault and (D) in the case of the Company, that the OLP "A" Refinancing has occurred and, in the case of the Company and the Subsidiary Borrower, that the OLP "B" Refinancing has occurred; (ivvii) satisfactory evidence that the OLP "A" Loan Agreement and the Subsidiary Borrower Credit Agreement have been terminated and that the OLP "A" First Mortgage Notes have been prepaid in full; (viii) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower Loan Party that is not authorized to do business as a foreign corporation in the State of New York; (vix) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Loan Parties, given upon the express instruction of the BorrowersLoan Parties; and (vix) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation, partnership or limited liability company, as applicable, of each BorrowerLoan Party in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction in which each Loan party to a Security Document has its place of business (or if such Loan Party has more than one place of business, the jurisdiction of its chief executive office); and (ii) duly executed Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary to perfect the Lien of Administrative Agent in the Collateral. (c) The Administrative Agent shall have received (a) all of the certificates evidencing outstanding shares of stock of KMNGL described on Schedule I to the Subsidiary Guarantors Security Agreement executed by OLP "A" together with related stock powers executed in blank by OLP "A", (b) the Intercompany Notes, endorsed in blank by the Company, and (c) if certificated, all of the member interests of KMCO2 described in Schedule I to the Subsidiary Guarantors Security Agreement, executed by OLP "A" together with related stock powers executed in blank by OLP "A". (d) All Collateral in which the Administrative Agent shall, at such time, be entitled to have a Lien pursuant to the Security Documents shall have been physically delivered to the Administrative Agent to the extent possession by the Administrative Agent is necessary to perfect a Lien in such Collateral. (e) The Administrative Agent shall have received a Notice of Account Designation. (f) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company , and all applicable waiting periods shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon expired (or been waived) without any action being taken by such parties to be paid on or prior to the Execution Dateany Governmental Authority. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.029.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Execution Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) the KMEP Guaranty executed by KMEP, dated the Execution Date to be effective on the Effective Date; (iii) the ETP Guaranty executed by ETP, dated the Execution Date to be effective on the Effective Date; (iv) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iiiv) a certificate of an officer and of the secretary or an assistant secretary of the Company, certifying, inter alia (A) true and complete copies of each of the certificate of formation and the limited liability company agreement of the Company, as amended and in effect, of the Company and the resolutions adopted by the Board of Managers of the Company (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents and, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Company (“Authorized Officers”) to execute and deliver the Loan Documents and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Company executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which it is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to the Company; (vi) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreementsagreement, each as amended and in effect, of the BorrowersCompany, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case KMEP of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunderKMEP Guaranty, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date KMEP Guaranty, and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party KMEP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower KMEP in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date KMEP Guaranty are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower KMEP and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault with respect to KMEP or any of its Subsidiaries or the Company; (ivvii) letters from CT Corporation Systema certificate of an officer and of the secretary or an assistant secretary of ETP, Inc. certifying, inter alia (A) true and complete copies of the certificate of limited partnership agreement, as amended and in form effect, of ETP, the limited partnership agreement, as amended and substance satisfactory in effect, of ETP and the resolutions adopted by the Board of Directors of ETP (1) determining that the Company is an entity in which ETP holds a substantial interest and authorizing the execution, delivery and performance by ETP of the ETP Guaranty and (2) authorizing officers of ETP to execute and deliver the Administrative Agent evidencing ETP Guaranty and any related documents, including any agreement contemplated by this Agreement, (B) the obligation incumbency and specimen signatures of CT Corporation System, Inc. to accept service the officers of process ETP executing any documents on its behalf and (C) (1) that the representations and warranties made by ETP in the State ETP Guaranty are true and correct in all material respects, (2) the absence of New York on behalf any proceedings for the dissolution or liquidation of each Borrower that is not authorized ETP and (3) the absence of the occurrence and continuance of any Default or Event of Default with respect to do business as a foreign corporation in the State ETP or any of New Yorkits Subsidiaries; (vviii) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, B▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, counsel to the Company, KMEP, the General Partner and the Delegate, given upon the express instruction of the BorrowersCompany, KMEP, the General Partner and the Delegate; (ix) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from each of (A) T▇▇ ▇▇▇▇▇, General Counsel of ETP, and (B) V▇▇▇▇▇ & E▇▇▇▇▇ LLP, counsel to ETP, given upon the express instruction of ETP; and (vix) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrowerthe Company, KMEP, the General Partner and Partner, the Delegate and ETP in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) Each Lender shall have received all documentation and other information reasonably requested by it, through the Administrative Agent, in order to enable compliance with the applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the information described in Section 9.15. (d) The Company shall have paid to Wachovia Capital Markets LLCRBS, Citigroup Global Markets, Inc., RBSGC and the Administrative Agent BTMU all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ments ▇ LLP pursuant to Section 9.03 all reasonable fees and disbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations obligation of each Lender to make its initial Loan or to accept and purchase any Bankers' Acceptance or either Issuer to issue the initial Letter of Credit for the account of the Lenders to make Loans hereunder U.S. Borrower or the obligation of the Issuing Bank Canadian Borrower is subject to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent Agents shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any the appropriate Note or Notes of each of the U.S. Borrower and the Canadian Borrower for each Lender, a Committed Note duly completed and a Competitive Note executed by and dated the Company and payable to the order of such LenderExecution Date; (iii) a certificate of an officer a Responsible Officer and of the secretary or an assistant secretary of each Obligor or of its (managing) general partner or managing member, as the Delegatecase may be, dated the date of the initial Credit Event and certifying, inter alia alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner such Person and the resolutions adopted by the Board of Directors of the Delegate such Person (1) authorizing the execution, delivery and performance by each Borrower such Person of this Agreement and the other Loan Documents to which it is or will be a party and, in and the case of the Company, the Borrowings Loans to be made and the Letters of Credit to be issued hereunder and, in the case of the Canadian Borrower, the sale of the Bankers' Acceptances to be accepted and purchased hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the date of the initial Borrowing Date Credit Event and (3) authorizing officers of such Person or of its (managing) general partner or managing member, as the Delegate case may be, to execute and deliver the Loan Documents to which such Borrower it is or will be a party and any related documents, including including, any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person or of its (managing) general partner or managing member, as the Delegate case may be, executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Obligor in each any Loan Document to which such Borrower Person is a party and which will be delivered at or prior to the date of the initial Borrowing Date Credit Event are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Agents and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jawo▇▇▇▇ ▇.▇.P., counsel to the Obligors and (B) Miln▇▇ Fene▇▇▇, ▇▇ecial Canadian counsel to the Obligors, each given upon the express instruction of the Obligors; (v) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent Agents and the Lenders evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York Texas on behalf of each Borrower Obligor that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of the BorrowersTexas; and (vi) copies of the articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority (except that any such documents of the Canadian Borrower may be notarized rather than certified by such Governmental Authority) and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation or other foreign entity, as applicable, of each BorrowerObligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent Agents shall be reasonably satisfied have received evidence satisfactory to them that all required material consents and approvals of any each Governmental Authority and any of each other Person Person, if any, reasonably required in connection with (a) the transactions contemplated by Loans, the Letters of Credit and the Bankers' Acceptances and (b) the execution, delivery and performance of this Section 3.01 shall Agreement and the other Loan Documents have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect)satisfactorily obtained. (c) The Company Agents shall be satisfied that coincident with the initial Credit Event (a) the U.S. Borrower shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc.terminated, and paid in full using the Administrative Agent proceeds hereof all fees indebtedness outstanding under the 1998 Chase Credit Agreement and expenses pursuant to (b) the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements U.S. Borrower shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 full all reasonable fees indebtedness under that certain Credit Agreement dated as of October 24, 1997, as amended, among Weat▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced erra, Inc., Bank of America National Trust and Savings Association, as documentation agent, the U.S. Administrative Agent, as the administrative agent, and the lenders named therein. (d) the U.S. Administrative Agent shall have received evidence satisfactory to it that the U.S. Borrower's Certificate of Merger evidencing the Merger has been accepted for filing by the Secretary of State of the State of Delaware; (e) A certificate signed by a Responsible Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Company on or prior U. S. Administrative Agent representing and warranting that (i) the Merger has been consummated in accordance with the terms and conditions set forth in the Merger Agreement (including any necessary consents to the Execution DateMerger) and in compliance with all material Requirements of Law and attaching thereto a copy of any and all amendments to the Merger Agreement; (ii) all shareholder approvals required for consummation of the Merger have been obtained; (iii) all material third-party approvals required for consummation of the Merger have been obtained; (iv) all necessary material consents and approvals of and filings and registration with all Governmental Authorities required for consummation of the Merger have been obtained, given, filed or taken and are in full effect and all waiting periods relating thereto have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon consummation of the Merger; and (v) the Merger Agreement has not been amended in any manner which is prejudicial to any Lender, except as consented to by the Lenders.

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder its initial Loan or the obligation of the Issuing Bank to accept and purchase any Bankers' Acceptance or either Issuer to issue Letters the initial Letter of Credit hereunder shall not become effective until the date on which each of is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent Agents shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any the appropriate Note or Notes of each Borrower for each Lender, a Committed Note duly completed and a Competitive Note executed by and dated the Company and payable to the order of such LenderExecution Date; (iii) the U.S. Borrower Pledge Agreement executed by the U.S. Borrower dated as of the Execution Date; (iv) the Subsidiary Guarantors Pledge Agreements executed by the respective Subsidiary Guarantors party thereto dated as of the Execution Date; (v) a certificate of an officer a Responsible Officer and of the secretary or an assistant secretary of each Obligor or of its (managing) general partner or managing member, as the Delegatecase may be, dated the date of the initial Credit Event and certifying, inter alia alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner such Person and the resolutions adopted by the Board of Directors of the Delegate such Person (1) authorizing the execution, delivery and performance by each Borrower such Person of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Companyeach Borrower, the Borrowings Loans to be made and the Letters of Credit to be issued hereunder and, in the case of the Canadian Borrower, the sale of the Bankers' Acceptances to be accepted and purchased hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the date of the initial Borrowing Date Credit Event and (3) authorizing officers of such Person or of its (managing) general partner or managing member, as the Delegate case may be, to execute and deliver the Loan Documents to which such Borrower it is or will be a party and any related documents, including including, any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of such Person or of its (managing) general partner or managing member, as the Delegate case may be, executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Obligor in each any Loan Document to which such Borrower Person is a party and which will be delivered at or prior to the date of the initial Borrowing Date Credit Event are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivvi) a certificate of a vice president and of the secretary or an assistant secretary of the Canadian Borrower, Taro Industries Limited and BMW Monarch (Lloydminster) Ltd. dated the date of the initial Credit Event and certifying, inter alia, (A) true and complete copies of the resolutions adopted by the Board of Directors of such Person authorizing the pledge of such Person's Capital Stock to the U.S. Administrative Agent for the benefit of the Secured Parties and approving the form of the Security Document pursuant to which such Capital Stock is to be pledged and (B) the incumbency and specimen signatures of the officers of such Person executing such certificate; (vii) favorable, signed opinions addressed to the Agents and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jawo▇▇▇▇ L.L.P., counsel to the Obligors, (B) Miln▇▇ ▇▇▇e▇▇▇, ▇▇ecial Canadian counsel to the Obligors, (C) Serra de O▇▇▇▇▇▇▇, ▇▇rr▇▇▇ ▇ ▇ose, special Brazilian counsel to the Obligors, and (D) Basu▇▇▇, ▇▇nt▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, S.C., special Mexican counsel to the Obligors, each given upon the express instruction of the Obligors; (viii) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent Agents and the Lenders evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York Texas on behalf of each Borrower Obligor that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of the BorrowersTexas; and (viix) copies of the articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority (except that any such documents of the Canadian Borrower may be notarized rather than certified by such Governmental Authority) and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation or other foreign entity, as applicable, of each Borrower, Obligor in each jurisdiction in which the General Partner ownership of its properties or the conduct of its business requires such qualification and the Delegate in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not so qualify would, individually or collectively, have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder its initial Loan or the obligation of the Issuing Bank to issue Letters the initial Letter of Credit hereunder shall not become effective until under the date on which each of Existing Credit Agreement as amended and restated hereby is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegateeach Loan Party or its general partner or managing member, as applicable, certifying, inter alia alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate or articles of incorporation, partnership agreement or articles of organization, as the case may be, as amended and in effect, of the General Partnersuch Loan Party and of its general partner or managing member, the partnership agreements, each as amended and in effect, of the Borrowersif any, the bylaws, as amended and in effect, of the General Partner such Loan Party and the resolutions adopted by the Board of Directors of the Delegate such Loan Party or its general partner or managing member (1) authorizing the execution, delivery and performance by each Borrower such Loan Party of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate such Loan Party or its general partner or managing member to execute and deliver the Loan Documents to which such Borrower Loan Party is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate such Loan Party or its general partner or managing member executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Loan Party in each Loan Document to which such Borrower Loan Party is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower Person and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower Loan Party that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell each of (A) ▇▇▇▇▇▇▇▇ & Patterson, ▇▇▇▇▇▇ L.L.P., counsel to the BorrowersLoan Parties, given upon the express instruction of the Loan Parties, and (B) ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special Louisiana counsel to ▇▇▇▇, given upon the express instruction of ▇▇▇▇ and the BorrowersCompany; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation, partnership or limited liability company, as applicable, of each BorrowerLoan Party in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) All agreements relating to, and the organizational structure of, the Loan Parties, and all organic documents of the Loan Parties, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. (d) The Company shall have paid to Wachovia First Union Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent First Union National Bank all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇ments ▇▇▇ L.L.P. pursuant to Section 11.03 all reasonable fees and disbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT C T Corporation System, Inc. System in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, the General Partner and the Delegate, given upon the express instruction of the Borrowers; andsuch Persons; (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrower, the General Partner and the Delegate in the States of Texas and Delaware; and (vii) a completed Notice of Account Designation executed by the Company. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Capital Markets ▇▇▇▇▇ Fargo Securities, LLC, Banc of America Securities LLC, Citigroup Global Markets, Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter Letters agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments and disbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and or a Competitive Note Swingline Note, as applicable, executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT C T Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT C T Corporation System, Inc. System to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, the General Partner and the Delegate, given upon the express instruction of the Borrowers; andsuch Persons; (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrower, the General Partner and the Delegate in the States of Texas and Delaware; and (vii) a completed Notice of Account Designation executed by the Company. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Capital Markets ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citigroup Global Markets, Inc., DNB Markets, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, and the Administrative Agent all fees and expenses pursuant to the Fee Letter Letters agreed upon by such parties to be paid on or prior to the Execution Date. (d) The All of the lenders party to the Existing Credit Agreements shall Agreement are Lenders hereunder or have been terminated and all amounts outstanding thereunder paid replaced in fullaccordance with the Existing Credit Agreement. (e) The Company shall have paid to Andrews Kurth ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments and disbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder its initial Loan or the obligation of the Issuing Bank to issue Letters the initial Letter of Credit hereunder (whichever event shall not become effective until first occur) for the date on which each account of the Borrower is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrower, if requested by any any, payable to each applicable Lender, a Committed Note duly completed and a Competitive Note executed by and dated the Company and payable to the order of such LenderExecution Date; (iii) a certificate of an officer a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the Delegate, date of the initial Credit Event and certifying, inter alia alia, (A) true and complete copies of each the memorandum of association and bye-laws or the limited liability company agreement of the Delegate, the bylaws and certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner such Person and the resolutions adopted by the Board of Directors of the Delegate such Person (1) authorizing the execution, delivery and performance by each Borrower such Person of this Agreement and the other Loan Documents to which it is or will shall be a party and, in and the case borrowing of the Company, the Borrowings Loans to be made made, and the request for the Letters of Credit to be issued issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will shall be delivered at or prior to the date of the initial Borrowing Date Credit Event and (3) authorizing officers of the Delegate such Person to execute and deliver the Loan Documents to which such Borrower it is or will shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate such Person executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Obligor in each any Loan Document to which such Borrower Person is a party and which will shall be 39 delivered at or prior to the date of the initial Borrowing Date Credit Event are true and correct in all material respectsrespects as of the date of the initial Credit Event, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution dissolution, liquidation or liquidation winding up of such Borrower Person, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the date of the initial Credit Event from (A) Fulbright & Jaworski L.L.P., counsel to the Obligors, and (B) Conyers Dil▇ & ▇▇▇▇man, special Bermuda counsel to the Borrow▇▇, ▇▇▇h ▇▇▇en ▇▇▇▇ ▇▇e express instruction of the Obligors; (v) letters from CT Corporation System, Inc. System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System, Inc. System to accept service of process in the State of New York on behalf of each Borrower Obligor that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of the Borrowers; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation, of each BorrowerObligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied have received evidence satisfactory to it that all required material consents and approvals of any each Governmental Authority and any of each other Person Person, if any, reasonably required in connection with (a) the transactions contemplated by Loans and (b) the execution, delivery and performance of this Section 3.01 shall Agreement and the other Loan Documents have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect)satisfactorily obtained. (c) The Company Borrower shall have paid (i) to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date, and (ii) to Andrews & Kurth, L.L.P. pursuant to Section 12.03 all fees and disburs▇▇▇▇▇▇ inv▇▇▇▇▇ at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Borrower, on the date of the initial Credit Event. (d) The Existing Credit Agreements Administrative Agent shall have been terminated received a copy of the irrevocable notice (i) from the Guarantor, Weatherford Eurasia Limited and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees Weatherford Eurasia, terminating the C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced ment dated as of April 26, 2001, as amended, among such Persons, BankOne, NA, as administrative agent, and the other parties thereto, and directing such administrative agent to prepay by wire transfer, in immediately available funds, in full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued, and (ii) from the Company on or prior Guarantor and Weatherford Canada Ltd. terminating the Amended and Restated Credit Agreement dated as of May 27, 1998, as amended, among such Persons, JPMorgan Chase Bank, as administrative agent, and the other parties thereto and directing such administrative agent to the Execution Dateprepay by wire transfer, in immediately available funds, in 40 full, any loans and other amounts then outstanding thereunder, together with accrued interest thereon and any unpaid fees then accrued.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.029.02: (a) The Administrative Agent shall have received the following, and unless otherwise indicated below, each dated the Execution Effective Date: (i) this Agreement executed by each party hereto, dated the Execution Date to be effective on the Effective Date; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the DelegateCompany, certifying, inter alia (A) true and complete copies of each of the certificate of formation and the limited liability company agreement of the Delegate, the certificate of incorporationCompany, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors Managers of the Delegate Company (1) authorizing the execution, delivery and performance by each Borrower the Company of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Effective Date and (3) authorizing officers of the Delegate Company (“Authorized Officers”) to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate Company executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower the Company in each Loan Document to which such Borrower it is a party and which will be delivered at or prior to the initial Borrowing Effective Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower the Company and (3) the absence of the occurrence and continuance of any Default or Event of DefaultDefault with respect to the Company; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ Lord ▇▇▇▇▇▇▇ instruction of & ▇▇▇▇▇▇▇ LLP, counsel to the BorrowersCompany; and (viv) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrower, the General Partner and the Delegate Company in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company Borrower and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreementsagreement, each as amended and in effect, of the BorrowersBorrower, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each the Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the CompanyBorrower, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such the Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such the Borrower in each Loan Document to which such the Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such the Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters a letter from CT C T Corporation System, Inc. System in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT C T Corporation System, Inc. to accept receive and forward service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New YorkBorrower; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, the General Partner and the Delegate, given upon the express instruction of the Borrowers; andsuch Persons; (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each the Borrower, the General Partner and the Delegate in the States of Texas and Delaware; (vii) a completed Notice of Account Designation executed by the Borrower; and (viii) written evidence from the Borrower that the Contribution Agreement, dated contemporaneously with this Agreement, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and certain of its subsidiaries as the seller and the Borrower as the buyer has been fully executed and all conditions precedent to closing thereunder (other than payment) shall have been, or shall substantially concurrently be, satisfied or waived. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company Borrower shall have paid to Wachovia Capital Markets LLC▇▇▇▇▇ Fargo Securities, Citigroup Global Markets, Inc., and the Administrative Agent LLC all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company Borrower shall have paid to Andrews Kurth ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments and disbursements invoiced to the Company Borrower on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder any Loan on or after the obligation of date hereof or the Issuing Bank to issue Letters any Letter of Credit hereunder shall not become effective until on or after the date on which each hereof (whichever event shall first occur) for the account of either Borrower is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if requested by any any, payable to each applicable Lender, a Committed Note duly completed and a Competitive Note executed by and dated the Company and payable to the order of such LenderExecution Date; (iii) a certificate of an officer a Responsible Officer and of the secretary or an assistant secretary of each Obligor, dated the Delegate, date hereof and certifying, inter alia (A) true and complete copies of each the memorandum of association and bye-laws or the limited liability company agreement of the Delegate, the bylaws and certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreementsincorporation or other organizational documents, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner such Person and the resolutions adopted by the Board of Directors of the Delegate such Person (1) authorizing the execution, delivery and performance by each Borrower such Person of this Agreement and the other Loan Documents to which it is or will shall be a party and, in and the case borrowing of the Company, the Borrowings Loans to be made made, and the request for the Letters of Credit to be issued issued, hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will shall be delivered at or prior to the date of the initial Borrowing Date Credit Event and (3) authorizing officers of the Delegate such Person to execute and deliver the Loan Documents to which such Borrower it is or will shall be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate such Person executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Obligor in each any Loan Document to which such Borrower Person is a party and which will shall be delivered at or prior to the date of the initial Borrowing Date Credit Event are true and correct in all material respectsrespects as of the date of the initial Credit Event, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution dissolution, liquidation or liquidation winding up of such Borrower Person, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Execution Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, and (C) Reti, Antall & M▇▇▇ ▇▇▇▇▇▇▇▇, special Hungarian counsel to HOC, each given upon the express instruction of the Obligors; (v) letters from CT Corporation System, Inc. System in form and substance satisfactory to the Administrative Agent and the Lenders evidencing the obligation of CT Corporation System, Inc. System to accept service of process in the State of New York on behalf of each Borrower Obligor that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of the Borrowers; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity corporation, of each BorrowerObligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied have received evidence satisfactory to it that all required material consents and approvals of any each Governmental Authority and any of each other Person Person, if any, reasonably required in connection with (a) the transactions contemplated by Loans and (b) the execution, delivery and performance of this Section 3.01 shall Agreement and the other Loan Documents have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect)satisfactorily obtained. (c) The Company Borrowers shall have paid (i) to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent and the Lenders, as applicable, all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. , and (dii) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ments ▇ LLP pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Execution Date by said firm to the Company Borrower, on or prior to the Execution Datedate of the initial Credit Event.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreementsagreement, each as amended and in effect, of the BorrowersCompany, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by each Borrower the Company of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower the Company in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New YorkCompany; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P.Giuliani LLP, counsel to the BorrowersCompany, ▇give▇ ▇▇▇▇ ▇▇on th▇ e ▇▇▇▇▇▇▇ instruction of the BorrowersCompany; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Borrowerthe Company, the General Partner and the Delegate in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Citibank and Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments ▇ents invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Credit Event. The obligations of the Lenders to make Loans hereunder or and the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 10.029.02: (a) The Administrative Agent shall have received the following, each dated the Execution Closing Date: (i) this Agreement executed by each party hereto; (ii) the Guarantee Agreement executed by each Guarantor; (iii) if requested by any LenderLender at least three Business Days prior to the Closing Date, a Committed Revolver Note, a Term Loan Note and or a Competitive Note Swingline Note, as applicable, executed by the Company Borrower and payable to the order of such Lender; (iiiiv) a certificate of an officer and of the secretary or an assistant secretary of the Delegateeach Credit Party, certifying, inter alia (A) (i) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, in each case as amended and in effect, of each Credit Party, (ii) true and complete copies of the General Partnerbylaws, the limited liability company agreement, operating agreement or limited partnership agreementsagreement, as applicable, in each case as amended and in effect, of the Borrowerseach Credit Party, the bylaws, as amended and in effect, of the General Partner and (iii) the resolutions adopted by the Board of Directors Directors, managers, members or general partners of the Delegate each Credit Party (1) authorizing the execution, delivery and performance by each Borrower such Credit Party of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the CompanyBorrower, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Closing Date and (3) authorizing officers of the Delegate such Credit Party to execute and deliver the Loan Documents to which such Borrower Credit Party is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate such Credit Party executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower Credit Party in each Loan Document to which such Borrower Credit Party is a party and which will be delivered at or prior to the initial Borrowing Closing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower Credit Party and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ instruction of & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers; andBorrower. The Borrower and the other Credit Parties hereby instruct ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP to deliver such legal opinion; (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of each Credit Party in its jurisdiction of organization; (vii) a certificate of the Borrower’s chief financial officer certifying that, after giving effect to the Transactions, the General Partner Borrower and its Restricted Subsidiaries on a consolidated basis are Solvent; (i) unqualified audited financial statements of the Borrower for each of the three fiscal years ending more than 90 days prior to the Closing Date, and (ii) unaudited financial statements for any quarterly interim period or periods of the Borrower ending more than 45 days prior to the Closing Date, together with unaudited financial statements for the corresponding period of the prior year (all of which shall have been reviewed by the independent accountants for the Borrower as provided in the Statement on Auditing Standards No. 100); (ix) at least 3 business days prior to the Closing Date, all documentation and other information about the Borrower and the Delegate Guarantors as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent and conveyed by the Administrative Agent to the Borrower in writing at least 10 days prior to the States Closing Date; and (x) a completed Notice of Texas and DelawareAccount Designation executed by the Borrower. (b) The Administrative Agent shall be Since December 31, 2013, there has been no event or circumstance which has resulted or is reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person likely to result in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect as defined in clause (a) of the definition of Material Adverse Effect). (c) The Company Borrower shall have paid to Wachovia Capital Markets LLC, Citigroup Global Markets, Inc., the Joint Lead Arrangers and the Administrative Agent all fees and expenses pursuant to the Fee Letter Letters agreed upon by such parties to be paid on or prior to the Execution Closing Date (which amount may be offset against the proceeds of the Loans on the Closing Date); provided, that in the case of any expenses, such amounts shall be invoiced at least two Business Days prior to the Closing Date. (d) The Existing Credit Agreements shall have been terminated and all amounts outstanding thereunder paid repaid in fullfull pursuant to customary payoff documentation, including evidence of the release of Liens granted in connection therewith and the release of any Liens securing any other debt that was previously secured on an equal and ratable basis with the facilities under each of the Existing Credit Agreements. (e) The Company Borrower shall have paid to Andrews Kurth LLP pursuant to Section 10.03 all reasonable fees ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ments ▇ LLP pursuant to Section 9.03 all reasonable fees and disbursements invoiced to the Company Borrower on or prior to the Execution Closing Date to the extent invoiced at least two Business Days prior to the Closing Date (which amount may be offset against the proceeds of the Loans on the Closing Date).

Conditions Precedent to the Initial Credit Event. The obligations obligation of the Lenders each Lender to make Loans hereunder its initial Loan or the obligation of the Issuing Bank to issue Letters the initial Letter of Credit hereunder shall not become effective until the date on which each of is subject to the following conditions is satisfied or waived in accordance with Section 10.02conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Revolving Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the DelegateGeneral Partner, certifying, inter alia alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate General Partner (1) authorizing the execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is or will be a party and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be issued hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate General Partner to execute and deliver the Loan Documents to which such Borrower is or will be a party and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate General Partner executing any documents on its behalf and (C) (1) that the representations and warranties made by such Borrower in each Loan Document to which such Borrower is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of such Borrower and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) letters from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of each Borrower that is not authorized to do business as a foreign corporation in the State of New York; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell ▇▇▇▇▇▇▇▇ & Patterson, ▇▇▇▇▇▇ L.L.P., counsel to the Borrowers, ▇▇▇▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ given upon the express instruction of the Borrowers; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity partnership of each BorrowerBorrower in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) All agreements relating to, and the organizational structure of, the Company and the Subsidiaries, and all organic documents of the Company and the Subsidiaries, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. (d) The Company shall have paid to Wachovia First Union Capital Markets Corp., Banc of America Securities LLC, Citigroup Global Markets, Inc., the Administrative Agent and the Administrative Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (de) The Existing Credit Agreements Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (ef) The Company shall have paid to Andrews Kurth LLP ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. pursuant to Section 10.03 all reasonable fees ▇▇▇ ▇▇▇▇▇▇▇▇ments and disbursements invoiced to the Company on or prior to the Execution Date.