Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. (a) Set forth in subsections (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true and accurate list of all contracts and agreements of the types described in such subsections to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure Schedule, and subject to the proviso at the end of paragraph (a) of this Section 3.10 being the "Material Contracts"): (i) as of the date of this Agreement, each contract and agreement which (A) is likely to involve consideration of more than $500,000, in the aggregate, during the calendar year ending December 31, 2000 or (B) is likely to involve consideration of more than $1,000,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders are set forth in Section 3.10(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company or any Company Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, in each case, not cancellable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party; (iv) all material contracts and agreements evidencing indebtedness of the Company or any Company Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a party; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the Material Contracts is in default by its terms or has been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth in Section 3.10(b)(iv) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999.

Contracts; Debt Instruments. (a) Set Section 3.13 of the Company Disclosure Letter sets forth in subsections a list of the following Contracts as of the date of this Agreement (collectively, the “Material Contracts”): (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true all management agreements, employment agreements, consulting agreements, and accurate list of all contracts and independent contractor agreements of the types described in such subsections to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure Schedule, and subject to the proviso at the end of paragraph (a) of this Section 3.10 being the "Material Contracts"): (i) as of the date of this Agreement, each contract and other than any agreement which (A) is likely to involve consideration provides for future payments of more less than $500,000, 50,000 annually and less than $150,000 in the aggregate, during the calendar year ending December 31, 2000 or (B) which is likely to involve consideration of more than $1,000,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders are set forth in Section 3.10(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled terminable by the Company or any such Company Subsidiary without breach or penalty or further payment and without more on less than 90 thirty (30) days' ’ prior written notice); (ii) all material brokerguarantees, distributormortgages, dealerdeeds of trust, manufacturer's representativeindentures and loan agreements, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, which involve an amount in each case, not cancellable without penalty on not more than 90 days' noticeexcess of $50,000; (iii) all material management contracts Contracts (excluding contracts for employmentother than those described in or excepted from clauses (i) and contracts with other consultants, including any contracts involving the payment or (ii) of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary this Section 3.13(a)) to which the Company or any Company Subsidiary is a party;party (other than any agreement (A) in which the aggregate amount to be received or paid thereunder does not exceed $50,000 annually and $150,000 in the aggregate, or (B) which can be performed in the normal course within six months after the Effective Time without breach or penalty and involves the future payment of less than $100,000 in the aggregate); and (ivA) all material contracts and agreements evidencing indebtedness Contracts with stockholders, directors or officers of the Company or any Company Subsidiary; , (vB) as of the date hereof, all material contracts and agreements with any Governmental Entity to which Contracts containing covenants by the Company or any Company Subsidiary is a party; not to compete in any lines of business or commerce, (viC) all contracts and agreements that materially limitContracts for the acquisition, sale or purport to materially limit, the ability lease of material properties or assets of the Company or any Company Subsidiary to compete in (by merger, purchase or sales of assets or stock or otherwise) and (D) all investment, joint venture, and operating Contracts or partnership agreements of the Company or any line of business or with any person or entity or in any geographic area or during any period of time;Company Subsidiary. (viib) The Company has delivered or made available to Parent a correct and complete copy of each written Material Contract and a written summary setting forth the terms and conditions of each oral Material Contract. With respect to each such Material Contract: (i) it is the legal, valid, binding, and enforceable obligation of the Company or applicable Company Subsidiary, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors rights generally, by applicable Law or by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (ii) upon receipt of any required Consent (all material contracts of which are set forth in Section 3.13(b) of the Company Disclosure Letter), each Material Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on substantially the same terms following the consummation of the Transactions, (iii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or arrangements default under any Material Contract, and, to the knowledge of the Company, no event has occurred and is continuing that result in constitutes or, with notice or the passage of time or both, would constitute a breach or default under any person or entity holding a power of attorney from Material Contract by the Company or any Company Subsidiary that relates or, to the knowledge of the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the Material Contracts is in default by its terms or has been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth no party has repudiated in Section 3.10(b)(iv) writing any material provision of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999.

Contracts; Debt Instruments. (a) Set forth in subsections (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true and accurate list of all contracts and agreements of the types described in such subsections to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure Schedule, and subject to the proviso at the end of last paragraph (a) of this Section 3.10 (a) being the "Material Contracts"): (i) as of the date of this Agreement, each contract and agreement which (A) is likely to involve consideration of more than $500,00050,000, in the aggregate, during the calendar year ending December 31, 2000 2001 or (B) is likely to involve consideration of more than $1,000,000100,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders are set forth in Section 3.10(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company or any Company Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, in each case, not cancellable cancelable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a partySubsidiary; (iv) all material contracts and agreements evidencing indebtedness of the Company or any Company Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a partyEntity; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 50,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1material and need not be listed on Schedule 3.10(a), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the other party to a Material Contracts is in default by its terms or Contract has been canceled by the other partysuch contract; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; and (iii) the Company and the Company Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth in Section 3.10(b)(iv) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the fiscal year ended December 31June 30, 19992001.

Contracts; Debt Instruments. (a) Set forth in subsections (i) through (viii) of Section 3.10(a4.11(a) of the Disclosure Schedule is a true and accurate list of all contracts and agreements of the types described in such subsections to which the Company Nasco or any Company Nasco Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a4.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a4.11(a) of the Disclosure Schedule, and subject to the proviso at the end of last paragraph (a) of this Section 3.10 4.11(a) being the "Material Contracts"): (i) as of the date of this Agreement, each contract and agreement which (A) is likely to involve consideration of more than $500,00050,000, in the aggregate, during the calendar year ending December 31, 2000 2001 or (B) is likely to involve consideration of more than $1,000,000100,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.104.11, the top 15 purchase orders are set forth in Section 3.10(a)(i4.11(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company Nasco or any Company Nasco Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company Nasco or any Company Nasco Subsidiary is a party, in each case, not cancellable cancelable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company Nasco or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a partyNasco Subsidiary; (iv) all material contracts and agreements evidencing indebtedness of the Company Nasco or any Company Nasco Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a partyEntity; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company Nasco or any Company Nasco Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company Nasco or any Company Nasco Subsidiary that relates to the CompanyNasco, any Company Nasco Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and Nasco or any Company Nasco Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i4.11(a)(i) through (v) and Section 3.10(a)(viii4.11(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 50,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1material and need not be listed on Schedule 4.11(a), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company Nasco from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the CompanyParent's, Nasco Holdings' and Nasco's knowledge, none of the no other party to a Material Contracts is in default by its terms or Contract has been canceled by the other partysuch contract; (ii) to the CompanyParent's, Nasco Holdings' and Nasco's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) neither Nasco nor any of the Company and the Company Nasco Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth in Section 3.10(b)(iv) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company Nasco has furnished or made available to Parent the Company true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999.

Contracts; Debt Instruments. (a) Set forth in subsections (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true and accurate list of all contracts and agreements of the types described in such subsections to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure Schedule, and subject to the proviso at the end of paragraph (a) of this Section 3.10 being the "Material Contracts"): (i) as of the date of this Agreement, each contract and agreement which (A) is likely to involve consideration of more than $500,00050,000, in the aggregate, during the calendar year ending December 31, 2000 or (B) is likely to involve consideration of more than $1,000,000100,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders are set forth in Section 3.10(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company or any Company Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, in each case, not cancellable cancelable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party; (iv) all material contracts and agreements evidencing indebtedness of the Company or any Company Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a party; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i3.10 (a) (i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 50,000 shall be deemed to be not material. Notwithstanding the foregoing; provided, the types however, that any contract in excess of contracts described in clauses (1), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10$50,000 is not necessarily material. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the Material Contracts is in default by its terms or has been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth in Section 3.10(b)(iv) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999.

Contracts; Debt Instruments. (a) Set forth in subsections (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true and accurate list of all contracts and agreements of the types described in such subsections to which the Company or any Company Subsidiary is a party as of the date hereof (such contracts, agreements and arrangements as required to be set forth in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure Schedule, and subject to the proviso at the end of paragraph (a) of this Section 3.10 being the "Material Contracts"): (i) as of the date of this Agreement, each contract and agreement which (A) is likely to involve consideration of more than $500,000, in the aggregate, during the calendar year ending December 31, 2000 or (B) is likely to involve consideration of more than $1,000,000, in the aggregate, over the remaining term of such contract, except for purchase orders for crude oil or intermediate feedstock arising in the usual and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders as of November 30, 2000 are set forth in Section 3.10(a)(i) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company or any Company Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, in each case, not cancellable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party; (iv) all material contracts and agreements evidencing indebtedness of the Company or any Company Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a party; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as set forth in Section 3.10(b) of the Disclosure Schedule or as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the Material Contracts is in default by its terms or has been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries are not in receipt of any claim of default under any Material Contract; and (iv) except as set forth in Section 3.10(b)(iv) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of any transaction contemplated hereby or the transactions contemplated under the Stock Purchase Agreement shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999, as amended, and Form 10-Q for the period ended September 30, 2000.

Contracts; Debt Instruments. (a) Set Schedule 3.13 sets forth in subsections (i) through (viii) of Section 3.10(a) of the Disclosure Schedule is a true and accurate --------------------------- complete list of all contracts each Contract (other than the Transaction Agreements and agreements of the types described in such subsections Related Agreements) to which the Company or any Company Subsidiary is a party or by which it or they may be bound (directly or indirectly) (a) that contains a covenant (i) by another party thereto not to compete with the Company or the Company Subsidiaries or (ii) by the Company or any of the Company Subsidiaries not to compete with others (other than Affiliation Agreements); (b) that is with an Affiliate of the Company or an "associate" (as such term is defined in Rule 12b- 2 under the Exchange Act) of the Company or any of the Company Subsidiaries, other than agreements or arrangements that either individually or in the aggregate are not material to the business and operations of the Company; (c) with respect to Indebtedness for money borrowed (other than (i) trade payables in the ordinary course of business or (ii) intercompany Indebtedness or loans from Affiliates where the liability of the Company or the Company Subsidiaries thereunder was terminated prior to the Closing without the payment by the Company or the Company Subsidiaries of any consideration) or (iii) loans or advances to employees for business expenses in the ordinary course of business (consistent with past practice); (d) which constitutes an Intellectual Property License; (e) which constitutes an employment, customary consulting, agency or commission agreement (including material agreements with advertising agencies) to which the Company or any of the Company Subsidiaries is a party or bound and which (i) provides for severance payments, termination payments, change-in- control payments or other similar payments in excess of $50,000, or (ii) is not terminable upon 60 days' or less prior notice to the employee, consultant or agent without penalty or payment (other than payment for prior work performed) by the Company or the Company Subsidiaries or (iii) individually involves unsatisfied or potential obligations of $50,000 or more as of January 1, 2001 except, in the date hereof case of clauses (ii) and (iii), for agreements with television producers, third party talent and other third party vendors relating to television production (which shall not include agreements with vendors developing television programming included in Schedule 3.15(a)) (each such contractsagreement, agreements and arrangements as a "Talent Agreement"); (f) which is an Affiliation Agreement, ---------------- including any amendments or modifications thereto or waivers of rights thereunder (including those Affiliation Agreements required to be set forth included in Section 3.10(a) of the Disclosure Schedule, together with those listed in Section 3.09(a) of the Disclosure ScheduleSchedule 3.13(a)(ii), and subject other than Affiliation Agreements with cable television or satellite television providers pursuant to which GSN Programming is being distributed by such cable television or satellite television providers to less than 50,000 subscribers); (g) for the proviso at the end acquisition, lease or servicing of paragraph satellite transponders and other uplink arrangements (aincluding maintenance); (h) of this Section 3.10 being the "Material Contracts"): that is a collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (i) as the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of the date of this Agreement, each contract and agreement Transaction; (j) which is with any Governmental Entity; (Ak) which individually is reasonably likely to involve the payment of consideration of more than $500,000, in the aggregate, during the calendar year ending December 31, 2000 or (B) is likely to involve consideration of more than $1,000,000, in the aggregate, 200,000 over the remaining term of such contract, Contract (except for purchase orders for crude oil or intermediate feedstock arising in the usual Talent Agreements) and ordinary course of business and consistent with past practices (provided that in any case and without regard to the proviso at the end of paragraph (a) of this Section 3.10, the top 15 purchase orders are which is not otherwise set forth in Section 3.10(a)(ion Schedule 3.13; (l) of the Disclosure Schedule) and which, in either case, cannot be canceled by the Company or any Company Subsidiary without penalty or further payment and without more than 90 days' notice; (ii) all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party, in each case, not cancellable without penalty on not more than 90 days' notice; (iii) all material management contracts (excluding contracts for employment) Talent Agreement and contracts with other consultants, including any contracts involving which individually is reasonably likely to involve the payment of royalties consideration of more than $500,000 over the remaining term of such Contract; or (m) which constitutes a guarantee, make-well agreement, surety contract, letter of credit, indemnity agreement (other amounts calculated based upon than the revenues standard indemnification provisions of any Contract) or income of the Company arrangement or any Company Subsidiary similar instrument, obligation or income or revenues related to any product of the Company or any Company Subsidiary to transaction which the Company or any Company Subsidiary is a party; (iv) all material contracts and agreements evidencing indebtedness of the Company or any Company Subsidiary; (v) as of the date hereof, all material contracts and agreements with any Governmental Entity to which the Company or any Company Subsidiary is a party; (vi) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all material contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses; and (viii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company and any Company Subsidiary or the conduct of its businesses, or the absence of which would prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect. The foregoing provisions of this Section 3.10(a) are subject to the following proviso. With respect to Section 3.10(a)(i): (1) contracts for the purchase of crude oil and other feedstocks which in the aggregate do not exceed the requirements for the combined operation of the Company's two refineries at 105% of rated capacity for a period of sixty (60) days and do not have a term in excess of seventy-five (75) days shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; (2) contracts for the sale of finished petroleum products which in the aggregate combined with the Company's retail requirements do not exceed the combined rated capacities of the Company's two refineries when measured over a sixty (60) day period shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule; and (3) contracts for the sale of intermediate feedstocks, sulfur, petroleum coke and other by products of the petroleum refining process shall, if produced by the Company and sold from inventory or from the anticipated production of the refineries within the next two months, shall be deemed to be in the usual and ordinary course of business and, as such, shall not be Material Contracts and shall not be included in the Disclosure Schedule. With respect to Sections 3.10(a)(i) through (v) and Section 3.10(a)(viii) (and without derogating from the immateriality of contracts in excess of the following threshold which are not otherwise material), all contracts involving consideration or the payment of less than $250,000 shall be deemed to be not material. Notwithstanding the foregoing, the types of contracts described in clauses (1), (2) and (3) of the first sentence of the foregoing proviso shall be deemed to be Material Contracts with respect to clauses (b) and (c) of this Section 3.10. (b) Except as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect, (i) each Material Contract is a legal, valid and binding agreement, and, to the Company's knowledge, none of the Material Contracts is in default by its terms or has been canceled by the other party; (ii) to the Company's knowledge, no other party is in breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries are not taken as a whole (the items referred to in receipt clauses (a) through (m) of this sentence being referred to herein as "Company Material ---------------- Contracts"). A true and complete copy of each Company Material Contract has been --------- made available to Purchaser. Each Company Material Contract is a valid and legally binding obligation of the Company or the Company Subsidiaries, whichever is applicable, and is in full force and effect; all material obligations required to be performed thereunder as of the date hereof by the Company or the Company Subsidiaries, whichever is applicable, have been performed, and to the knowledge of SPE, no other party to any claim of Company Material Contract is in default in any material respect under any Material Contract; and (iv) except the terms thereof. Except as set forth in Section 3.10(b)(iv) of the Disclosure ScheduleSchedule 3.13(n), neither the execution Company nor any Company Subsidiary has received any notice of this Agreement nor the consummation termination or of intent to terminate any transaction contemplated hereby shall constitute a default, give rise to cancellation rights, or otherwise materially and adversely affect any of the Company's rights under any Company Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto. (c) Set forth in Section 3.10(c) of the Disclosure Schedule is a description of any material changes to the amount and material terms of the indebtedness of the Company and the Company Subsidiaries as described in the notes to the financial statements incorporated in, or otherwise disclosed in, the Company's Form 10-K for the year ended December 31, 1999.