PROPOSALS RELATING TO A POTENTIAL ACQUISITION PROPOSAL THAT
ARE RECEIVED ON OR AFTER THE DATE HEREOF. SUCH NOTICE SHALL BE MADE BOTH ORALLY
AND IN WRITING AND SHALL INDICATE IN REASONABLE DETAIL THE IDENTITY OF THE
INQUIRING, OFFERING OR PROPOSING PARTY AND THE SPECIFIC TERMS AND CONDITIONS OF
THE ACQUISITION PROPOSAL AND SHALL INCLUDE A COPY OF ANY WRITTEN ACQUISITION
PROPOSAL. PFC SHALL IMMEDIATELY CEASE AND CAUSE TO BE TERMINATED, AND SHALL
CAUSE EACH OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES TO
CEASE AND TERMINATE, ANY EXISTING DISCUSSIONS OR NEGOTIATIONS WITH ANY THIRD
PARTIES (OTHER THAN BUYER OR AN AFFILIATE OF BUYER) CONDUCTED HERETOFORE WITH
RESPECT TO ANY ACQUISITION PROPOSAL OR RELATED TRANSACTION. FOR PURPOSES OF THIS
SECTION 7.14, (A) "REPRESENTATIVES" SHALL MEAN OFFICERS, DIRECTORS, PARTNERS,
MANAGERS, STOCKHOLDERS, MEMBERS, REPRESENTATIVES, AGENTS, KEY EMPLOYEES,
ATTORNEYS, ACCOUNTANTS, AUDITORS AND FINANCIAL ADVISORS OF PFC, THE COMPANY, THE
SUBSIDIARIES OR ANY
48
AFFILIATES THEREOF, AS APPLICABLE, AND (B) "ACQUISITION PROPOSAL" SHALL MEAN ANY
OF THE FOLLOWING, DIRECTLY OR INDIRECTLY, INVOLVING OR AFFECTING THE COMPANY OR
THE SUBSIDIARIES:
(I) ANY SALE, PURCHASE OR OTHER TRANSFER OF EQUITY INTERESTS
OR THE ISSUANCE OF ANY EQUITY INTERESTS; (II) ANY MERGER, CONSOLIDATION,
EXCHANGE OF EQUITY INTERESTS, RECAPITALIZATION, BUSINESS COMBINATION OR OTHER
SIMILAR TRANSACTION; (III) ANY SALE, LEASE, LICENSE, EXCHANGE, MORTGAGE, PLEDGE,
TRANSFER OR OTHER DISPOSITION OF ALL OR ANY MATERIAL PORTION OF THE BUSINESS OR
ASSETS THEREOF, IN A SINGLE TRANSACTION OR SERIES OF TRANSACTIONS; (IV) ANY
TENDER OFFER OR EXCHANGE OFFER FOR ALL OR ANY PORTION OF THE OUTSTANDING EQUITY
INTERESTS OF THE COMPANY OR ANY PARTNER, DIRECT OR INDIRECT HOLDER OF EQUITY
INTERESTS THEREIN OR OTHER DIRECT OR INDIRECT OWNER THEREOF OR ANY SUBSIDIARY;
OR (V) ANY PROPOSAL, PLAN OR INTENTION TO DO ANY OF THE FOREGOING OR ANY
AGREEMENT (WHETHER OR NOT ANNOUNCED AND WHETHER OR NOT IN WRITING) TO ENGAGE IN
ANY OF THE FOREGOING, EXCEPT THAT AN ACQUISITION PROPOSAL SHALL NOT INCLUDE ANY
PROPOSAL OR DISCUSSION INVOLVING A RELATED AFFILIATE THAT WOULD NOT ADVERSELY
EFFECT, PREVENT OR DELAY THE PERFORMANCE BY PFC OR THE COMPANY OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS INCLUDING
THE CONSUMMATION OF THE MERGER.
7.15
FINANCING COOPERATION; FINANCIAL INFORMATION.
(A)
EACH OF PFC, THE COMPANY AND EACH SUBSIDIARY SHALL, AND PFC SHALL
CAUSE THE COMPANY TO, AND EACH OF PFC AND THE COMPANY SHALL CAUSE EACH
SUBSIDIARY TO, AT THE SOLE COST AND EXPENSE OF BUYER FOR OUT-OF-POCKET EXPENSES
PAID TO THIRD PARTIES ACTUALLY INCURRED BY PFC, THE COMPANY OR ANY SUBSIDIARY,
AUTHORIZE ITS OFFICERS AND EMPLOYEES, AND SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE ITS ACCOUNTANTS AND OTHER THIRD PARTIES TO COOPERATE IN ALL
REASONABLE RESPECTS WITH BUYER IN CONNECTION WITH THE FINANCING PURSUANT TO THE
COMMITMENT AND EXCO RESOURCES, INC.'S REPORTING AND DISCLOSURE OBLIGATIONS.
BUYER SHALL BE ENTITLED TO PROVIDE ALL INFORMATION PROVIDED TO IT PURSUANT TO
THIS SECTION 7.15(A) TO THE LENDERS UNDER THE COMMITMENT, SOLELY FOR USE IN
CONNECTION WITH SUCH PROPOSED FINANCING.
(B)
BETWEEN