NOT, NOR SHALL IT PERMIT ANY OF ITS
SUBSIDIARIES TO, IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS, ACQUIRE OR
AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING WITH, OR BY PURCHASING A
SUBSTANTIAL EQUITY INTEREST IN OR A SUBSTANTIAL PORTION OF THE ASSETS OF, OR BY
ANY OTHER MANNER, ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, ASSOCIATION OR
OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF; PROVIDED, HOWEVER, THAT IN ANY
EVENT, THE COMPANY SHALL NOT, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO,
MAKE ANY SUCH ACQUISITION, AGREEMENT OR PURCHASE IF IT WOULD HINDER IN ANY
MATERIAL RESPECT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS.
(F)
DISPOSITIONS.
SUBJECT TO SECTION 6.11, AND OTHER THAN PRODUCT
SALES AND OTHER DISPOSITIONS IN CONNECTION WITH NORMAL EQUIPMENT MAINTENANCE OR
SALVAGE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND
PERMITTED LIENS, THE COMPANY SHALL NOT, NOR SHALL IT PERMIT ANY OF ITS
SUBSIDIARIES TO, IN A SINGLE TRANSACTION OR A SERIES OF RELATED OR UNRELATED
TRANSACTIONS, SELL (INCLUDING SALE-LEASEBACK), LEASE, PLEDGE, ENCUMBER OR
OTHERWISE DISPOSE OF, OR AGREE TO SELL (OR ENGAGE IN A SALE-LEASEBACK), LEASE
(WHETHER SUCH LEASE IS AN OPERATING OR CAPITAL LEASE), PLEDGE, ENCUMBER OR
OTHERWISE DIRECTLY OR INDIRECTLY DISPOSE OF, ANY OF ITS ASSETS THAT IN THE
AGGREGATE HAVE A FAIR MARKET VALUE IN EXCESS OF $10 MILLION; PROVIDED, THAT THE
COMPANY SHALL NOT CONSUMMATE OR AGREE TO CONSUMMATE ANY SUCH TRANSACTION WITH
RESPECT TO ANY SECURITIES OF ANY OF ITS SUBSIDIARIES.
(G)
INDEBTEDNESS; LEASES.
THE COMPANY SHALL NOT, NOR SHALL IT PERMIT
ANY OF ITS SUBSIDIARIES TO, INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR
GUARANTEE OR OTHERWISE BECOME CONTINGENTLY LIABLE FOR ANY SUCH INDEBTEDNESS OR
ISSUE OR SELL ANY DEBT SECURITIES OR WARRANTS OR RIGHTS TO ACQUIRE ANY DEBT
SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR GUARANTEE ANY
45
DEBT SECURITIES OF OTHERS OR ENTER INTO ANY MATERIAL LEASE (WHETHER SUCH LEASE
IS AN OPERATING OR CAPITAL LEASE, BUT EXCLUDING COMPRESSOR LEASES) OR OTHERWISE
INCUR ANY MATERIAL OBLIGATION OR LIABILITY (ABSOLUTE OR CONTINGENT) OTHER THAN
INDEBTEDNESS TO THE COMPANY OR A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, OR
UNDER THE CREDIT AGREEMENT DATED AS OF MARCH 2, 2004, AMONG THE COMPANY AND THE
LENDERS PARTY THERETO, AS AMENDED FROM TIME TO TIME, OR ANY REPLACEMENT THEREOF;
PROVIDED, HOWEVER, THAT THE AGGREGATE OUTSTANDING INDEBTEDNESS UNDER SUCH CREDIT
AGREEMENT SHALL NOT EXCEED $170 MILLION (EXCLUSIVE OF INDEBTEDNESS INCURRED TO
FUND (A) COSTS RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
(B) PAYMENTS MADE TO COMPANY EXECUTIVES PURSUANT TO NON-COMPETE, EMPLOYMENT AND
SEVERANCE AGREEMENTS AND SIMILAR AGREEMENTS AND ARRANGEMENTS).
(H)
CAPITAL EXPENDITURES.
EXCEPT AS REQUIRED BY LAW, THE COMPANY
SHALL CONTINUE ITS 2005 BUDGETED CAPITAL EXPENDITURE PROGRAM FOR EXPLORATION AND
DEVELOPMENT AS DESCRIBED IN THE CAPITAL EXPENDITURE BUDGET DATED AS OF SEPTEMBER
8, 2005 PROVIDED TO FOREST PRIOR TO THE DATE HEREOF, AND SHALL PERFORM, TO THE
EXTENT REASONABLY PRACTICABLE, ALL SCHEDULED CAPITAL EXPENDITURES SET FORTH IN