THAT IS
EXECUTORY IN WHOLE OR IN PART AND THAT INVOLVES EXPENDITURES, BENEFITS, RECEIPTS
OR LIABILITIES OF THE COMPANY OR ANY SUBSIDIARY OF AN AMOUNT IN EXCESS OF
$250,000 AFTER THE DATE OF THIS AGREEMENT;
(7)
ANY NON-COMPETITION CONTRACT OR ANY OTHER CONTRACT OR OBLIGATION
WHICH, IN WHOLE OR IN PART, PURPORTS TO RESTRICT, LIMIT OR PROHIBIT THE MANNER
IN WHICH, OR THE LOCALITIES IN WHICH, THE BUSINESS OF THE COMPANY OR ANY
SUBSIDIARY IS CONDUCTED;
(8)
ANY CONTRACT WITH PFC OR ANY RELATED AFFILIATE THAT WOULD REMAIN
IN EFFECT AFTER THE EFFECTIVE TIME (OTHER THAN A TRANSACTION DOCUMENT);
(9)
HYDROCARBON PURCHASE AND SALE AGREEMENTS, GAS TRANSPORTATION
AGREEMENTS, RESIDUE GAS SALES AGREEMENTS, GAS GATHERING AGREEMENTS, GAS
TRANSPORTATION AGREEMENTS, GAS PROCESSING AGREEMENTS AND GAS TREATING
AGREEMENTS;
(10)
ANY AGREEMENT OF INDEMNIFICATION, SURETY OR GUARANTEE ENTERED INTO
OUTSIDE THE ORDINARY COURSE OF BUSINESS; AND
(11)
ANY WRITTEN AMENDMENT, SUPPLEMENT, MODIFICATION OR WAIVER IN
RESPECT OF ANY OF THE FOREGOING CONTRACTS.
(B)
PFC AND THE COMPANY HAVE MADE AVAILABLE TO BUYER AT THE COMPANY'S
OFFICES, FOR INSPECTION AND COPYING, EACH OIL AND GAS CONTRACT (AS DEFINED
HEREIN) (SUBJECT TO
22
SECTION 7.1 REGARDING CONFIDENTIAL INFORMATION). COMPANY SCHEDULE 4.15(B) SETS
FORTH A LIST OF ALL OF THE OIL AND GAS CONTRACTS AS OF THE DATE OF THIS
AGREEMENT DESCRIBED IN SECTIONS 4.15(B)(1), (2), (3), (4), (5), (6), AND (10).
EACH LEASE AND EACH AGREEMENT AND OTHER CONTRACT OF A TYPE DESCRIBED BELOW BY
WHICH THE COMPANY OR ANY SUBSIDIARY IS BOUND OR SUBJECT OR THAT ARE RELATED TO
THE PROPERTIES ARE REFERRED TO HEREIN AS THE "OIL AND GAS CONTRACTS":
(1)
PARTNERSHIP OR JOINT VENTURE AGREEMENTS;
(2)
AGREEMENTS PURSUANT TO WHICH THE COMPANY OR ANY SUBSIDIARY HAS
GRANTED ANY PERSON, OR ANY PERSON HAS GRANTED TO COMPANY OR ANY SUBSIDIARY, A
RIGHT OF FIRST REFUSAL, A PREEMPTIVE RIGHT OF PURCHASE, OR OTHER OPTION TO
ACQUIRE ANY OIL AND GAS PROPERTY;
(3)
FARMIN OR FARMOUT AGREEMENTS;
(4)
JOINT OPERATING, PARTICIPATION OR OTHER SIMILAR AGREEMENTS;
(5)
EXPLORATION AGREEMENTS;
(6)
AREA OF MUTUAL INTEREST AGREEMENTS;
(7)
POOLING, COMMUNITIZATION AND UNITIZATION AGREEMENTS;
(8)
RIGHTS OF WAY, SURFACE USE, SALTWATER DISPOSAL WELL AND OTHER
MATERIAL AGREEMENTS RELATING TO THE COMPANY'S OIL AND GAS OPERATIONS ENTERED
INTO IN THE ORDINARY COURSE OF BUSINESS;
(9)
GAS BALANCING AGREEMENTS;
(10)
AGREEMENTS CONTAINING SEISMIC LICENSES, PERMITS AND OTHER RIGHTS TO
GEOLOGICAL OR GEOPHYSICAL DATA AND INFORMATION RELATING TO THE LEASES HELD BY
THE COMPANY OR ANY SUBSIDIARY; AND
(11)
ANY WRITTEN AMENDMENT, SUPPLEMENT, MODIFICATION OR WAIVER IN
RESPECT OF ANY OF THE FOREGOING OIL AND GAS CONTRACTS.
(C)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 4.15(C), EACH COMPANY
CONTRACT OR OIL AND GAS CONTRACT IS IN FULL FORCE AND EFFECT AND IS A LEGAL,
VALID AND BINDING OBLIGATION OF THE COMPANY OR THE SUBSIDIARY PARTY THERETO OR
BOUND THEREBY AND, TO THE KNOWLEDGE OF PFC AND THE COMPANY, IS ENFORCEABLE
AGAINST THE OTHER PARTIES THERETO IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
MORATORIUM