Common use of Conditions to Clause in Contracts

Conditions to. Each Advance. In addition, without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretion: (a) Each of the representations and warranties made by such Borrower in or pursuant to this Agreement shall be true and correct in all material respects on and as of the relevant Borrowing Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date. (b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed and delivered by two Responsible Officers of such Borrower. (c) No Default or Event of Default shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advance. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U. (e) All proceedings, and all documents and instruments executed or delivered pursuant to this Agreement shall be satisfactory in substance to the Lender, and the Lender shall have received such other documents and legal opinions in respect of the transactions contemplated hereby or thereby as it shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrower.

Conditions to. Each AdvancePurchasers' Obligations in Respect of the Initial Conditions Date. In addition, without prejudice The obligations of each Purchaser to purchase the Securities hereunder shall be subject to the uncommitted nature satisfaction or waiver, on the Initial Conditions Date, of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretionconditions: (a) Each of the The representations and warranties made by such Borrower of the Company contained in or pursuant to this Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects respects, in the case of clauses (A) and (B), as of the Initial Conditions Date with the same force and effect as though made on and as of the relevant Borrowing Initial Conditions Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date.. 45 40 (b) The Lender Company shall have received a Noteperformed in all material respects all of its obligations, if requested pursuant agreements and covenants contained in this Agreement to Section 2.4(c), executed be performed and delivered by two Responsible Officers of such Borrowercomplied with at or prior to the Initial Conditions Date. (c) No Default or Event of Default The Company shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advanceentered into the Registration Rights Agreement. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender Company shall have received a current list filed the Certificate of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to Designation with the Lender and in compliance with Section 221.3(c)(2) Secretary of Regulation U.State of the State of Delaware. (e) All proceedings, and all documents and instruments executed or The Company shall have delivered pursuant to this Agreement shall be satisfactory in substance to the LenderPurchasers a certificate executed by it or on its behalf by a duly authorized representative, and dated the Lender Initial Conditions Date, to the effect that each of the conditions specified in paragraph (a) through (d) of this Section 7.02 has been satisfied. (f) The Purchasers shall have received such other documents the opinion of counsel to the Company, dated the Initial Conditions Date, and legal opinions addressed to the Purchasers, substantially in respect of the transactions contemplated hereby or thereby form attached hereto as it Exhibit D. (g) The Form 10 shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrowerdeclared effective by the Commission on the Initial Conditions Date.

Conditions to. Each AdvanceExecution Of This Amendment. In addition, without prejudice Any provision contained ----------------------------------------- herein or in the Agreement to the uncommitted nature contrary notwithstanding, Bank's execution of this Amendment is subject to the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretionfollowing: (a) Each Bank shall have first received a certified copy of the resolutions of Borrower, duly adopted at a meeting duly held authorizing the execution, delivery and performance of this Amendment in accordance with its terms; (b) All representations and warranties made by such Borrower in or pursuant to this the Agreement and herein shall be true and correct in all material respects on and as of the relevant Borrowing Datedate hereof and, both immediately prior by execution of this Amendment, each Borrower hereby certifies same to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date. (b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed and delivered by two Responsible Officers of such Borrower.Bank; (c) No Borrower shall have defaulted, or taken or failed to take any action which, unless corrected, would give rise to a default on any of its obligations to Bank; (d) No action or omission exists as of the date hereof which constitutes, or which, with the passage of time, would constitute a Default or Event of Default Default, and each Borrower shall have occurred with respect certified the same to such Borrower and be continuing on such date or after giving effect to such Advance. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required Bank by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U.duly authorized officer; (e) Each Borrower shall be in compliance with all covenants of the Agreement, as amended; (f) All proceedingsdocuments and filings necessary to maintain and perfect Bank's security interest in the collateral provided for in the Loan Documents shall be in full force and effect, and all documents actions necessary to maintain and instruments executed or delivered pursuant to this Agreement perfect the same shall be satisfactory have been taken; (g) No material adverse change in substance to the Lenderfinancial condition of the Borrowers taken as a whole shall have occurred since January 10, and the Lender 2003; (h) Bank shall have received the following documents, duly executed and delivered by all parties thereto, and otherwise satisfactory in form and content to Bank and its counsel (i) An Amended and Restated Revolving Credit Note in the form of Exhibit A attached --------- hereto (which shall also serve as the revised Exhibit A of the Agreement); --------- (iii) A non-refundable modification fee in the aggregate amount of $75,000.00; (iv) An Amended and Restated Equipment Lease (or similar modification document) between the Borrowers and the Bank with respect to the equipment and related items utilized by the Borrowers at the Borrowers' nitrogen plant located in Abilene Texas; (v) A photocopy of a fully executed original of the Subordinated Convertible Debenture Purchase Agreement, and evidence that Parent has received an amount not less than $8,000,000.00 with respect to the sale of such other documents debentures; (vi) The favorable written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, counsel to the Borrowers, to the Bank regarding the Borrowers, the Loan Documents and legal opinions in respect of the transactions contemplated hereby by this Agreement and the other Loan Documents; and (vii) A good standing certificate from the Secretary of State for the organizational State of each Borrower. (i) No pending or thereby as it threatened litigation or other proceeding or investigation shall exist which could reasonably request. Each Borrowing by be expected to have a Borrower hereunder shall constitute a representation and warranty by such Borrower as material adverse effect on the prospects, operation or financial condition of the date thereof that Borrowers taken as a whole; and (j) The Borrowers shall pay the conditions contained costs and expenses of Bank (including reasonable attorneys' fees and expenses) in connection with the negotiation, preparation, execution and delivery of this Section 4.2 have been satisfied Amendment and all other matters herein provided for or required in connection with respect to such Borrowerthis Amendment.