(A)
SCHEDULE 4.8 IS A TRUE AND COMPLETE LISTING
OF EACH CONTRACT WHICH SATISFIES ONE OR MORE OF THE FOLLOWING DESCRIPTIONS,
EXCLUDING ANY CONTRACTS OR AGREEMENTS CONSTITUTING ANY OF THE EXCLUDED ASSETS
(EACH SUCH CONTRACT, A "DISCLOSED CONTRACT", AND COLLECTIVELY, THE "DISCLOSED
CONTRACTS"):
(I)
THAT INVOLVES REQUIRED, FIRM PAYMENTS OF
MORE THAN $2,500,000 PER ANNUM OR MORE THAN $15,000,000 IN THE AGGREGATE, OTHER
THAN PAYMENTS THAT MAY BE MADE IN THE ORDINARY COURSE UNDER JOINT OPERATING
AGREEMENTS, PRODUCTION SALES CONTRACTS, AND GATHERING AND TRANSPORTATION
CONTRACTS;
(II)
THAT CONTAIN ANY WARRANTY, GUARANTY,
INDEMNITY OR OTHER SIMILAR UNDERTAKING WITH RESPECT TO A CONTRACTUAL PERFORMANCE
EXTENDED BY QUICKSILVER OR ANY ACQUIRED COMPANY OTHER THAN IN CONNECTION WITH
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN A LIABILITY TO QUICKSILVER (WITH REGARD TO
THE QRI ASSETS) OR ANY ACQUIRED COMPANY OF MORE THAN $1,000,000;
(III)
THAT CONTAIN A COVENANT NOT TO COMPETE,
RESTRICTING QUICKSILVER (WITH REGARD TO THE QRI ASSETS) OR A ACQUIRED COMPANY
FROM COMPETING IN ANY LINE OF BUSINESS OR IN ANY REGION;
(IV)
UNDER WHICH ANY ACQUIRED COMPANY HAS
(A) CREATED, INCURRED, ASSUMED OR GUARANTEED (OR MAY CREATE, INCUR, ASSUME OR
GUARANTEE) INDEBTEDNESS FOR BORROWED MONEY, OR (B) GRANTED A LIEN ON ITS ASSETS,
WHETHER TANGIBLE OR INTANGIBLE, OTHER THAN A PERMITTED LIEN;
(V)
THAT IS AN AFFILIATE AGREEMENT THAT WILL
REMAIN IN FORCE AND EFFECT AFTER THE CLOSING;
35
(VI)
THAT IS A CONTRACT FOR THE EMPLOYMENT OF ANY
INDIVIDUAL ON A FULL-TIME, PART-TIME, CONSULTING OR OTHER BASIS;
(VII)
IS A CONTRACT WHICH INVOLVES THE LICENSING OF
INTELLECTUAL PROPERTY USED IN CONNECTION WITH THE BUSINESS;
(VIII)
THAT IS A CONTRACT OR COLLECTIVE BARGAINING
AGREEMENT WITH ANY LABOR UNION OR REPRESENTATIVE OF EMPLOYEES;
(IX)
THAT IS A GAS PURCHASE CONTRACT THAT
CONTAINS AS OF THE DATE OF THIS AGREEMENT BELOW MARKET RATES; OR
(X)
THAT IS ANY AMENDMENT, SUPPLEMENT OR
RESTATEMENT OR OTHER MODIFICATION RELATING TO ANY OF THE FOREGOING.
(B)
QUICKSILVER HAS FURNISHED OR MADE AVAILABLE
TO BREITBURN A TRUE AND COMPLETE COPY OF EACH DISCLOSED CONTRACT. AS TO EACH
DISCLOSED CONTRACT,
(I)
TO QUICKSILVER'S KNOWLEDGE, IT IS VALID,
BINDING AND IN FULL FORCE AND EFFECT AND IS ENFORCEABLE AGAINST QUICKSILVER AND
EACH ACQUIRED COMPANY, AS APPLICABLE, AND EACH OTHER PARTY THERETO, ACCORDING TO
ITS TERMS, EXCEPT AS THE ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW);
(II)
QUICKSILVER AND EACH ACQUIRED COMPANY HAS
PERFORMED ITS OBLIGATIONS REQUIRED TO BE PERFORMED TO DATE THEREUNDER, EXCEPT
WHERE SUCH NON-PERFORMANCE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT;
(III)
TO QUICKSILVER'S KNOWLEDGE, THERE HAS NOT
OCCURRED ANY TERMINATION EVENT OR ANY DEFAULT OR EVENT THAT WITH THE LAPSE OF
TIME OR THE GIVING OF NOTICE COULD CONSTITUTE A DEFAULT BY ANY OTHER PARTY
THEREUNDER, EXCEPT WHERE SUCH TERMINATION EVENT OR