LEGAL RECORDS OF
EQUITABLE THAT RELATE TO EQUITABLE'S BUSINESS GENERALLY (OTHER THAN THOSE
RELATING PRIMARILY TO THE ASSETS), AND ALL BOOKS, RECORDS AND FILES THAT RELATE
TO THE EXCLUDED ASSETS AND COPIES OF ANY RECORDS RETAINED BY EQUITABLE;
(C)
(I) EQUIPMENT, MACHINERY, FIXTURES AND OTHER TANGIBLE PROPERTY AND
IMPROVEMENTS DESCRIBED ON EXHIBIT A-3 ATTACHED HERETO; (II) COMPUTERS AND
PERIPHERAL EQUIPMENT RELATED TO SUCH EQUIPMENT; (III) COMMUNICATION AND
TELECOMMUNICATION EQUIPMENT INCLUDING BUT NOT LIMITED TO RADIOS, TOWERS, AND
NETWORKING EQUIPMENT; (IV) CUSTOM APPLICATIONS AND DATABASES; (V) MEASUREMENT
AND DATA COLLECTION DEVICES; AND (VI) SOFTWARE AND ASSOCIATED LICENSES,
INCLUDING BUT NOT LIMITED TO ANY SOFTWARE RELATING TO THE SCADA SYSTEM, ENERTIA,
ALTRA, FLOW-CAL, TALON, ARIES, PRODUCTION ACCESS, PRE-DRILL MANAGER, GEOGRAPHIX,
SYNERGY, AND CYGNET;
(D)
ALL RIGHTS AND ALL OBLIGATIONS OF EQUITABLE WITH RESPECT TO ANY REFUND OR
PAYMENT OF TAXES OR OTHER COSTS OR EXPENSES BORNE BY EQUITABLE OR EQUITABLE'S
PREDECESSORS IN INTEREST AND TITLE ATTRIBUTABLE TO THE ASSETS AND THE PERIOD
PRIOR TO THE EFFECTIVE TIME;
(E)
ALL RIGHTS AND ALL OBLIGATIONS OF EQUITABLE WITH RESPECT TO THE CLAIMS AND
CAUSES OF ACTION RELATING TO THE ASSETS THAT ACCRUED OR AROSE PRIOR TO THE
EFFECTIVE TIME (OTHER THAN CLAIMS OR CAUSES OF ACTION FOR PROCEEDS TO WHICH THE
COMPANY IS ENTITLED UNDER SECTION 1.5(B));
(F)
EQUITABLE'S AREA-WIDE BONDS, PERMITS AND LICENSES (INCLUDING ALL FEDERAL
COMMUNICATIONS COMMISSION LICENSES) OR OTHER PERMITS, LICENSES OR AUTHORIZATIONS
USED IN THE CONDUCT OF EQUITABLE'S BUSINESS GENERALLY AND NOT EXCLUSIVELY
RELATED TO THE GATHERING ASSETS; AND
(G)
THOSE OTHER ASSETS AND INTERESTS IDENTIFIED ON EXHIBIT A-4.
Section 1.4
Certain Definitions.
As used herein:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON, A PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SUCH
PERSON, WITH CONTROL IN SUCH CONTEXT MEANING (I) THE POWER TO DIRECT THE VOTE OF
MORE THAN FIFTY PERCENT (50%) OF THE VOTING SHARES OR OTHER SECURITIES OF SUCH
PERSON THROUGH OWNERSHIP, PURSUANT TO A WRITTEN AGREEMENT, OR OTHERWISE OR (II)
THE POWER TO DIRECT THE MANAGEMENT AND POLICIES OF A PERSON THROUGH OWNERSHIP OF
VOTING SHARES OR OTHER SECURITIES, PURSUANT TO A
3
WRITTEN AGREEMENT, OR OTHERWISE.
FOR THE PURPOSES OF THIS AGREEMENT, THE
COMPANY SHALL NOT BE CONSIDERED AN AFFILIATE OF ANY PARTY OR SUCH PARTY'S
AFFILIATES.
(B)
[INTENTIONALLY OMITTED].
(C)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY, A SUNDAY, OR A DAY ON
WHICH BANKS ARE CLOSED FOR BUSINESS IN PITTSBURGH, PENNSYLVANIA OR FORT WORTH,
TEXAS.
(D)
"EFFECTIVE TIME" MEANS 12:01 A.M. LOCAL TIME WHERE THE ASSETS ARE LOCATED
ON JUNE 1, 2006.
(E)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(F)
"EXPLORATION AGREEMENT" HAS THE MEANING GIVEN TO SUCH TERM IN THE
PURCHASE AGREEMENT.
(G)
"EXPLORATION AGREEMENT PMOG AREA" HAS THE MEANING GIVEN TO SUCH TERM IN
THE PURCHASE AGREEMENT.
(H)
"GOVERNMENTAL AUTHORITY" MEANS ANY GOVERNMENT AND/OR ANY POLITICAL
SUBDIVISION THEREOF, INCLUDING DEPARTMENTS, COURTS, COMMISSIONS, BOARDS,
BUREAUS, MINISTRIES, AGENCIES OR OTHER INSTRUMENTALITIES.
(I)
"HYDROCARBONS" MEANS ALL OIL, GAS,