Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter. (b) All of the Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller or its Subsidiaries, as applicable, and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. Neither Seller (or Seller's Subsidiaries, if applicable) nor, to the knowledge of Seller, any other party to any Material Contract or the Pioneer Purchase Agreement, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) or, to the knowledge of Seller, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has provided counsel to Buyer with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 of the Disclosure Letter or has otherwise made such documents available for Buyer to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller and its Subsidiaries have JEDI I Partnership has no (i) employment agreements included in or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements encumbering the JEDI I Properties providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an owner or operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (ivii) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller included in or its Subsidiaries is encumbering the sellerJEDI I Properties, which contract or agreement is for a term of greater than one year and provides for a fixed price; (viiii) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets with respect to the JEDI I Properties which requires aggregate future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $250,00050,000; (viiiv) any agreement for, included in or encumbering the JEDI I Properties or that contemplates, the sale of any interest in oil or gas leases included in the JEDI I Properties which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries JEDI I Partnership in excess of $500,00050,000; (viiiv) any agreement included in or encumbering the JEDI I Properties which requires future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $500,000 50,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (xvi) area of mutual interest agreements binding Seller or its Subsidiaries, the JEDI I Properties; and (xivii) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts included in or encumbering the JEDI I Properties that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) that are not terminated at Closing (collectively, "JEDI I Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the JEDI I Material Contracts have been amended or modified except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure Letter. (b) All of the Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller Letter or its Subsidiaries, as applicable, and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. Neither Seller (or Seller's Subsidiaries, if applicable) nor, to the knowledge of Seller, any other party to any Material Contract or the Pioneer Purchase Agreement, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) or, to the knowledge of Seller, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a JEDI I Partnership Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has provided counsel to Buyer with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 of the Disclosure Letter or has otherwise made such documents available for Buyer to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller and its Subsidiaries have JEDI I Partnership has no (i) employment agreements included in or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements encumbering the JEDI I Properties providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an owner or operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (ivii) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller included in or its Subsidiaries is encumbering the sellerJEDI I Properties, which contract or agreement is for a term of greater than one year and provides for a fixed price; (viiii) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets with respect to the JEDI I Properties which requires aggregate future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $250,00050,000; (viiiv) any agreement for, included in or encumbering the JEDI I Properties or that contemplates, the sale of any interest in oil or gas leases included in the JEDI I Properties which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries JEDI I Partnership in excess of $500,00050,000; (viiiv) any agreement included in or encumbering the JEDI I Properties which requires future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $500,000 50,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (xvi) area of mutual interest agreements binding Seller or its Subsidiaries, the JEDI I Properties; and (xivii) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts included in or encumbering the JEDI I Properties that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) that are not terminated at Closing (collectively, "JEDI I Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the JEDI I Material Contracts have been amended or modified except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure LetterLetter or as would not have a JEDI I Partnership Material Adverse Effect. (b) All of the JEDI I Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller or its SubsidiariesJEDI I Partnership, as applicable, and, to the knowledge of SellerJEDI I Partnership, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequity and except where the failure to be in full force and effect would not have a JEDI I Partnership Material Adverse Effect. Neither Seller (or Seller's Subsidiaries, if applicable) JEDI I Partnership nor, to the knowledge of Seller, JEDI I Partnership or any other party to any JEDI I Material Contract or the Pioneer Purchase Agreement, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) JEDI I Partnership or, to the knowledge of SellerJEDI I Partnership, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a JEDI I Partnership Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has provided counsel to Buyer with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 of the Disclosure Letter or has otherwise made such documents available for Buyer to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller Sheridan or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Sheridan Senior Credit Facility or the Indebtedness described on Section 3.7 of the Sheridan Disclosure Letter) (collectively, "Sheridan Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Sheridan Material Contracts have been amended or modified except as set forth in Section 3.9 3.25 of the Sheridan Disclosure LetterLetter or as would not have a Sheridan Material Adverse Effect. (b) All of the Sheridan Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller Sheridan or its Subsidiaries, as applicable, and, to the knowledge of SellerSheridan, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequity and except where the failure to be in full force and effect would not have a Sheridan Material Adverse Effect. Neither Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) nor, to the knowledge of SellerSheridan, any other party to any Sheridan Material Contract or the Pioneer Purchase AgreementContract, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) or, to the knowledge of SellerSheridan, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Sheridan Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller Sheridan has provided counsel to Buyer JEDI I Partnership with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 3.25 of the Sheridan Disclosure Letter or has otherwise made such documents available for Buyer JEDI I Partnership to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.15 of the Disclosure Letter Schedule contains a complete and except for correct list of the Pioneer Purchase Agreement and following customer relationships, vendor relationships or contracts: (i) any customer relationship in which the agreements relating to the Grand Gulf Transactions, Seller Company and its Subsidiaries have no received revenue of $1,000,000 or more in fiscal year 2002 with respect to the Continuing Business, including a non-exclusive listing of relevant agreements and term expiration dates; (ii) if not already contained within the scope of subsection (i) employment or consulting contracts involving annual payments by Seller or above, the five largest customer relationships of the Company's RLS, IRB, ALS, Financial Services International, Integrated Financial Solutions and ACBS divisions, including a non-exclusive listing of relevant agreements and term expiration dates; (iii) any vendor relationship in which the Company and its Subsidiaries paid $1,000,000 or more in fiscal year 2002, excluding Seller, AT&T, Sprint, MCI, Arthur Andersen, BellSouth, and Entergy, along with a non-exclusive l▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ant agreements and term expiration dates; (iv) any contract under which the Company has borrowed or loaned money in excess of $100,000 and not cancelable without liability on sixty days' notice 100,000, or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence any mortgage, note, bond, indenture or other fault evidence of indebtedness (except for such obligations incurred in the ordinary course of business as an operator of oil and gas propertiesexcluding advances, including obligations under master service agreements, drilling contracts and deposits or similar agreementsobligations) or the sharing any guarantee of the tax liability of other indebtedness to non-affiliated third parties; (iv) collective bargaining agreements; (v) any gas sales entity joint venture, jointly owned partnership or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed priceother similar joint ownership agreements; (vi) any agreement for capital expenditures, contracts or consent decrees of Governmental Entities to which the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000Continuing Business is bound; (vii) any agreement foremployment, severance, change of control or that contemplates, "golden parachute" contract between the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000Company and a Continuing Business Employee; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess arrangement between the Company and any officer, director, stockholder or executive employee of $500,000 which is not otherwise specifically disclosed hereinthe Company (other than Benefit Plans); (ix) agreements any contract containing covenants limiting any covenant not to compete or restricting a material limitation or restriction on the freedom ability of Seller the Company or its Subsidiaries to compete engage in any line of business or territory or to compete with in any person or entityline of business in which the Continuing Business currently operates; (x) area of mutual interest agreements binding Seller or its Subsidiaries, any agreement with any labor union; and (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk each power of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating attorney with respect to the Indebtedness described on Section 3.7 of the Disclosure Letter) Company that is currently outstanding (individually, a "Material Contract" and collectively, the "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections . (i)-(xiii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None Each of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter. (b) All of the Material Contracts and the Pioneer Purchase Agreement are is in full force and effect and constitute legal, valid and binding obligations with respect to the Company or applicable Subsidiary of Seller or its Subsidiaries, as applicable, the Company and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof that (A) enforcement of any Material Contract may be limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws affecting the enforcement of laws, now or hereafter in effect, relating to or limiting creditors' rights generally and by general principles (B) the remedy of equity. Neither Seller (or Seller's Subsidiaries, if applicable) nor, specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the knowledge discretion of Seller, the court before which any other party to proceeding therefor may be brought; (ii) neither the Company nor any Material Contract or Subsidiary of the Pioneer Purchase Agreement, Company is in default in complying with any provisions thereof, and no condition of or event or fact exists which, with notice, lapse has received a written notice of time or both would constitute a default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) or, to the knowledge of Seller, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have terminating a Material Adverse Effect. Contract; (ciii) Neither Seller neither the Company nor its Subsidiaries has any government contracts or subcontracts. Seller Subsidiary of the Company has provided counsel to Buyer with a true written notice of default terminating a Material Contract; and complete copy (iv) except as otherwise noted, none of each contract, agreement and instrument the Material Contracts listed in within Section 3.9 3.15(a) of the Disclosure Letter Schedule contain a covenant not to compete or a material limitation or restriction on the ability of the Company or its Subsidiaries to compete in any line of business in which the Continuing Business currently operates. The Company has otherwise made such documents available for to Buyer to reviewtrue, correct and complete copies of all Material Contracts.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter Material Contracts and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts")Commitments. Except as set forth in Section 3.9 SCHEDULE 3.22, neither the Company nor the Subsidiary has entered into, nor is the capital stock, the assets or the business of the Disclosure Letter hereof Company or the Subsidiary bound by, whether or not in writing, any deed of trust securing a lien in any real property owned by the Company or the Subsidiary; security agreement granting a security interest in connection with the Company's or the Subsidiary's incurrence of indebtedness for borrowed money; guaranty or suretyship agreement or performance bond, in each case involving a contingent obligation of the Company or the Subsidiary in excess of $100,000; consulting or compensation agreement or similar arrangement that is not an Employment Agreement and that involves compensation payable by the Company or the Subsidiary in excess of $100,000 annually or an agreement relating to the election or retention in office of any director or officer; debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money; money lent or to be lent by the Company or the Subsidiary to another in an amount in excess of $10,000; lease of real property, whether as specifically disclosed lessor, lessee, sublessor or sublessee (excluding the real estate leases set forth on SCHEDULE 3.12); lease of personal property, whether as lessor, lessee, sublessor or sublessee involving lease payments in an annual amount in excess of $50,000; any agreement for the acquisition of services, supplies, equipment or other personal property (excluding leases of real or personal property) and involving more than $100,000 in the Pioneer Purchase Agreement, Seller has no knowledge aggregate; contracts containing noncompetition covenants restricting the Company's or the Subsidiary's ability to compete in the Telecommunications Business (as hereinafter defined); agreement providing for the purchase from a supplier of any agreements all or substantially all of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation requirements of the Pioneer TransactionsCompany or the Subsidiary of a particular product or service; or agreement or commitment a copy of which would be required to be filed with the Securities and Exchange Commission (the "COMMISSION") as an exhibit to a registration statement on Form S-1, or a successor form, pursuant to Paragraph 10 of Item 601 of Regulation S-K, if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act"). None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter. (b) All of the Material Contracts documents listed on SCHEDULE 3.22 hereof are hereinafter collectively referred to as the "COMMITMENTS." True, correct and complete copies of the Pioneer Purchase Agreement written Commitments have heretofore been made available to Purchasers. To the knowledge of the Company, the Commitments are in full force and effect and constitute legal, are valid and binding enforceable obligations of Seller or its Subsidiaries, as applicable, and, to the knowledge of Seller, the other parties thereto, enforceable thereto in accordance with their respective terms, terms (except insofar as the enforceability thereof may be limited by applicable the laws of bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors' creditors rights generally and by general principles subject to the enforceability and availability of equity. Neither Seller (or Seller's Subsidiariesequitable remedies), if applicable) nor, and to the knowledge of Sellerthe Company, no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the Company or the Subsidiary waived in writing any rights thereunder, except as described in SCHEDULE 3.22. Neither the Company nor the Subsidiary has received written notice of any default with respect to any Commitment. No Cancellation or Termination of Commitments. Neither the Company nor the Subsidiary has received written notice of any plan or intention of any other party to any Material Contract Commitment to exercise any right to cancel or the Pioneer Purchase Agreement, is in default in complying with terminate any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) or, to the knowledge of Seller, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse EffectCommitment. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has provided counsel to Buyer with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 of the Disclosure Letter or has otherwise made such documents available for Buyer to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contractcontracts, gas marketing agreement agreements or transportation agreement agreements under which Seller Sheridan or its Subsidiaries is the seller, any of which contract contracts or agreement agreements is for a term of greater than one year and provides for a fixed price; (vi) any agreement agreements for capital expenditures, the acquisition of or commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement agreements for, or that contemplatescontemplate, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement agreements which requires require future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, hydrocarbons or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Sheridan Senior Credit Facility or the Indebtedness described on in Section 3.7 of the Sheridan Disclosure Letter) (collectively, "Sheridan Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Sheridan Material Contracts have been amended or modified except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter.Letter or as would not have a Sheridan Material Adverse Effect; (b) All of the Sheridan Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller Sheridan or its Subsidiaries, as applicable, and, to the knowledge of SellerSheridan, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequity and except where the failure to be in full force and effect would not have a Sheridan Material Adverse Effect. Neither Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) nor, to the knowledge of SellerSheridan, any other party to any Sheridan Material Contract or the Pioneer Purchase AgreementContract, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) or, to the knowledge of SellerSheridan, any other party thereto, except for any such default, condition, event event, or fact that, individually or in the aggregate, would not have a Sheridan Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has Sheridan have provided counsel to Buyer GGP with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 3.25 of the Sheridan Disclosure Letter or has otherwise made such documents available for Buyer GGP to review.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contractcontracts, gas marketing agreement agreements or transportation agreement agreements under which Seller Sheridan or its Subsidiaries is the seller, any of which contract contracts or agreement agreements is for a term of greater than one year and provides for a fixed price; (vi) any agreement agreements for capital expenditures, the acquisition of or commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement agreements for, or that contemplatescontemplate, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement agreements which requires require future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, hydrocarbons or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter.Sheridan Senior Credit (b) All of the Sheridan Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller Sheridan or its Subsidiaries, as applicable, and, to the knowledge of SellerSheridan, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequity and except where the failure to be in full force and effect would not have a Sheridan Material Adverse Effect. Neither Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) nor, to the knowledge of SellerSheridan, any other party to any Sheridan Material Contract or the Pioneer Purchase AgreementContract, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) or, to the knowledge of SellerSheridan, any other party thereto, except for any such default, condition, event event, or fact that, individually or in the aggregate, would not have a Sheridan Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller has Sheridan have provided counsel to Buyer GGP with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 3.25 of the Sheridan Disclosure Letter or has otherwise made such documents available for Buyer GGP to review.

Material Contracts and Commitments. (a) Except as set forth for (A) student loan contracts with individual borrowers and (B) student loan purchase contracts in Section 3.9 which no further loan purchases or sales by any of the Disclosure Letter and except for Sellers or Transferred Subsidiaries is expected or required, SCHEDULE 3.11(a) contains an accurate list (as of the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no date hereof) of: (i) employment all (A) Assumed Contracts and (B) Contracts to which any of the Transferred Subsidiaries is a party, in each case that involve the provision of services or consulting contracts involving annual payments by Seller or its Subsidiaries the payment of goods and/or services in excess of an amount exceeding $100,000 1 million and that are not cancelable without liability on sixty terminable upon 90 days' notice or less; less by, and without penalty to or the acceleration of obligations of, the relevant Seller or Transferred Subsidiary, or that are otherwise material to any Transferred Subsidiary or the conduct of the Business; (ii) capital redemption all (A) Assumed Contracts and (B) Contracts to which any of the Transferred Subsidiaries is a party, that in each case is between (x) a Seller or purchase agreements; a Transferred Subsidiary and (y) any current or former officer, director, stockholder, manager, member, employee or Affiliate thereof or of any Seller or Transferred Subsidiary in any such case involving payments or outstanding obligations of $60,000 or more individually in any one year; (iii) agreements providing for the indemnification of other parties for such parties' negligence each loan or credit agreement, security agreement, guaranty, indenture, mortgage, pledge, conditional sale or title retention agreement, equipment obligation, lease purchase agreement or other fault (except for such obligations incurred instrument evidencing indebtedness of any Seller or Transferred Subsidiary, or to which any Seller or Transferred Subsidiary is a party or by which any Seller or Transferred Subsidiary or any of the Acquired Assets are bound, in each case involving the ordinary course payment or receipt of business as an operator of oil more than $1 million and gas propertiesthat is not terminable upon 90 days' notice or less by, including obligations under master service agreements, drilling contracts and similar agreements) without penalty to or the sharing acceleration of obligations of, the tax liability of other parties; relevant Seller or Transferred Subsidiary; (iv) collective bargaining agreements; all Contracts which involve the licensing to or from any Seller or Transferred Subsidiary of any intellectual or intangible property material to the conduct of the Business other than such Contracts as would not be reasonably likely to have a Material Adverse Effect; (v) all Contracts relating to any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries Transferred Subsidiary, or to which any Seller or Transferred Subsidiary is a party or by which any of the sellerAcquired Assets are bound, which contract contain any non-solicitation, non-competition or agreement is for similar obligations or which otherwise prohibit any Seller or Transferred Subsidiary from freely providing services or supplying products to any customer or potential customer other than such Contracts as would not be reasonably likely to have a term of greater than one year and provides for a fixed price; Material Adverse Effect; (vi) any agreement Contract for capital expendituresthe cleanup, abatement or other actions in connection with any hazardous material, the acquisition remediation of commoditiesany existing environmental liabilities, equipment violation of any environmental Laws or material relating to the performance of any environmental audit or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000study; and (vii) any agreement forjoint venture, partnership or that contemplatessimilar contract or agreement. Subsections (i) through (vii) of this Section 3.11(a) and the Leases are collectively referred to as the "MATERIAL CONTRACTS." Sellers have made available to Buyers true, the sale complete and correct copies of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None each of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure LetterContracts. (b) All of the Each Material Contracts and the Pioneer Purchase Agreement are Contract is in full force and effect and constitute is a legal, valid valid, binding and binding obligations enforceable obligation of or against each Seller or its Subsidiaries, as applicable, and, to Transferred Subsidiary that is a party thereto. None of Sellers or the knowledge of Seller, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. Neither Seller (or Seller's Subsidiaries, if applicable) nor, to the knowledge of Seller, Transferred Subsidiaries nor any other party to any Material Contract is currently in breach of or the Pioneer Purchase Agreement, is in default in complying with under, or has improperly terminated any provisions thereofMaterial Contract, and there exists no condition or event or fact exists which, with notice, after notice or lapse of time or both both, would constitute a any such breach, default thereunder on the part of Seller (or Seller's Subsidiaries, if applicable) or, to the knowledge of Seller, any other party theretotermination, except for any such defaultbreaches, condition, event defaults or fact that, individually or in the aggregate, terminations that would not be reasonably likely to have a Material Adverse Effect. (c) Neither Seller nor Except as specifically contemplated by this Agreement, as set forth in SCHEDULE 3.11(c), or as would not be reasonably likely to have a Material Adverse Effect (i) since March 31, 2000, through the date hereof, no customer or supplier that is a party to a Material Contract has to the Knowledge of Sellers or the Transferred Subsidiaries indicated in writing that it intends to stop or decrease the rate of business done with Sellers or the Transferred Subsidiaries, or that it desires to renegotiate its contract with Sellers or the Transferred Subsidiaries, (ii) as of the date hereof, Sellers and the Transferred Subsidiaries have performed all the obligations required to be performed in connection with the contracts or commitments required to be disclosed on SCHEDULE 3.11(a), (iii) as of the date hereof, none of Sellers or the Transferred Subsidiaries has a present expectation or intention of not fully performing any government contracts or subcontracts. Seller has provided counsel obligation pursuant to Buyer with a true any contract set forth on SCHEDULE 3.11(a), and complete copy of each contract, agreement and instrument listed in Section 3.9 (iv) as of the Disclosure Letter date hereof, Sellers have no Knowledge of any breach or has otherwise made such documents available for Buyer anticipated breach by any other party to reviewany contract set forth on SCHEDULE 3.11(a).

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller Sheridan or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter.Sheridan or (b) All of the Sheridan Material Contracts and the Pioneer Purchase Agreement are in full force and effect and constitute legal, valid and binding obligations of Seller Sheridan or its Subsidiaries, as applicable, and, to the knowledge of SellerSheridan, the other parties thereto, enforceable in accordance with their respective terms, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequity and except where the failure to be in full force and effect would not have a Sheridan Material Adverse Effect. Neither Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) nor, to the knowledge of SellerSheridan, any other party to any Sheridan Material Contract or the Pioneer Purchase AgreementContract, is in default in complying with any provisions thereof, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of Seller Sheridan (or SellerSheridan's Subsidiaries, if applicable) or, to the knowledge of SellerSheridan, any other party thereto, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Sheridan Material Adverse Effect. (c) Neither Seller nor its Subsidiaries has any government contracts or subcontracts. Seller Sheridan has provided counsel to Buyer JEDI I Partnership with a true and complete copy of each contract, agreement and instrument listed in Section 3.9 3.25 of the Sheridan Disclosure Letter or has otherwise made such documents available for Buyer JEDI I Partnership to review.