PAYABLE, THE VALIDITY IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE LEGAL PROCEEDINGS AND ADEQUATE RESERVES HAVE BEEN SET ASIDE; (3) PAY
ALL CLAIMS AND EXPENSES (INCLUDING CLAIMS AND EXPENSES FOR LABOR, SERVICES,
MATERIALS AND SUPPLIES) WHEN THEY BECOME DUE AND PAYABLE IN ACCORDANCE WITH
THEIR TERMS UNLESS CONTESTED IN GOOD FAITH; (4) PAY ALL WAGES AND OTHER
COMPENSATION EARNED BY THEIR EMPLOYEES THROUGH THE CLOSING DATE WHEN THEY BECOME
DUE AND PAYABLE IN ACCORDANCE WITH THEIR OBLIGATIONS UNDER ANY
33
LABOR OR EMPLOYMENT PRACTICES AND POLICIES, OR ANY COLLECTIVE BARGAINING
AGREEMENT OR OTHER LABOR CONTRACT OR INDIVIDUAL AGREEMENT TO WHICH ANY MAY BE A
PARTY OR BY WHICH ANY MAY BE BOUND OR SUBJECT; AND (5) COMPLY WITH AND ENFORCE
THE PROVISIONS OF ALL COMPANY CONTRACTS AND ALL OIL AND GAS CONTRACTS, INCLUDING
PAYING IN THE ORDINARY COURSE OF BUSINESS ALL INDEBTEDNESS, PAYABLES, RENTALS,
ROYALTIES, EXPENSES AND OTHER LIABILITIES RELATING TO THEIR BUSINESS, ASSETS OR
OTHER PROPERTIES;
(E)
OPERATE IN COMPLIANCE WITH THE PROCEDURE AND PROJECT PLAN AND ANY
AMENDMENT THERETO ESTABLISHED PURSUANT TO SECTION 7.18; AND
(F)
AT ALL TIMES, PRESERVE AND KEEP IN FULL FORCE AND EFFECT THEIR
CORPORATE OR OTHER LEGAL EXISTENCE.
6.2
RESTRICTIONS ON CERTAIN ACTIONS. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
DURING THE PERIOD FROM THE DATE HEREOF TO THE CLOSING, THE COMPANY SHALL NOT
(AND PFC SHALL CAUSE THE COMPANY NOT TO, AND PFC AND THE COMPANY SHALL CAUSE
EACH SUBSIDIARY, NOT TO) TAKE, CONSENT TO OR ALLOW ANY OF THE FOLLOWING ACTIONS
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER:
(A)
AMEND ITS GOVERNING DOCUMENTS;
(B)
ISSUE, SELL, OR DELIVER (WHETHER THROUGH THE ISSUANCE OR GRANTING
OF OPTIONS, WARRANTS, COMMITMENTS, SUBSCRIPTIONS, RIGHTS TO PURCHASE, OR
OTHERWISE) ANY EQUITY INTERESTS IN THE COMPANY OR ANY SUBSIDIARY;
(C)
EXCEPT FOR THE DISCHARGE OF OBLIGATIONS REFLECTED IN THE FINANCIAL
STATEMENTS AND DESCRIBED ON COMPANY SCHEDULE 6.2, (1) DECLARE, SET ASIDE, OR PAY
ANY DIVIDEND OR OTHER DISTRIBUTION (WHETHER IN CASH, STOCK, OR PROPERTY OR ANY
COMBINATION THEREOF) IN RESPECT OF ITS EQUITY INTERESTS; (2) REPURCHASE, REDEEM,
OR OTHERWISE ACQUIRE ANY OF ITS EQUITY INTERESTS OR ANY EQUITY INTERESTS OF ANY
SUBSIDIARY; (3) EFFECT ANY REORGANIZATION OR RECAPITALIZATION; (4) SPLIT,
COMBINE OR RECLASSIFY ANY OF ITS EQUITY INTERESTS; (5) ADOPT A PLAN OF COMPLETE
OR PARTIAL LIQUIDATION OR RESOLUTIONS PROVIDING FOR OR AUTHORIZING A
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, CONVERSION, RESTRUCTURING,
RECAPITALIZATION, OR OTHER REORGANIZATION OF THE COMPANY OR ANY SUBSIDIARY; OR
(6) ENTER INTO ANY CONTRACT TO DO ANY OF THE FOREGOING;
(D)
EXCEPT FOR PERMITTED INDEBTEDNESS INCURRED IN THE ORDINARY COURSE
OF BUSINESS:
(1) CREATE OR INCUR ANY INDEBTEDNESS; MAKE ANY LOANS, ADVANCES, OR
CAPITAL CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY OTHER PERSON; (2) PLEDGE OR
OTHERWISE ENCUMBER ANY EQUITY INTERESTS IN THE COMPANY OR ANY SUBSIDIARY;
(3) MORTGAGE OR PLEDGE ANY OF ITS ASSETS, TANGIBLE OR INTANGIBLE, OR CREATE OR
SUFFER TO EXIST ANY LIEN THEREUPON OTHER THAN PERMITTED ENCUMBRANCES; OR
(4) ENTER INTO