Common use of Oil and Gas Reserves Clause in Contracts

Oil and Gas Reserves. (a) Parent has furnished to the Company a reserve report prepared by Netherland, Sxxxxx & Associates, Inc. containing estimates of the oil and gas reserves that are owned by Parent and its Subsidiaries as of December 31, 2007 (the “Parent Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, was accurate in all material respects at the time such data was provided to the reserve engineers for the Parent Reserve Report. The Parent Reserve Report conforms to the guidelines with respect thereto of the SEC. Except for changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parent. Since January 1, 2005, all of Parent’s and its Subsidiaries’ wxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Laws, except where any noncompliance would not reasonably be expected to have a Material Adverse Effect on Parent. To Parent’s knowledge, neither Parent nor any of its Subsidiaries is in violation of any applicable Law or contract requiring Parent or such Subsidiary to plug and abandon any well because the well is not currently capable of producing in commercial quantities or for any other reasons. With respect to any Oil and Gas Interests of Parent and its Subsidiaries that are not operated by Parent or any of its Subsidiaries, Parent makes the representations and warranties set forth in this Section 4.6 only to its actual knowledge without having made specific inquiry of the operators with respect hereto. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas Agreements” means the following types of agreements or contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Parent or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Section 4.6(e) of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area.

Oil and Gas Reserves. (a) Parent The Company has furnished to the Company Parent a reserve report prepared by Netherland, Sxxxxx & and Associates, Inc. containing estimates of the oil and gas reserves that are owned by Parent the Company and its Subsidiaries as of December 31, 2007 2005 (the “Parent 2005 Company Reserve Report”), and an internal reserve report prepared by the Company containing estimates of its oil and gas reserves that are owned by the Company and its Subsidiaries as of September 30, 2006 (the “Interim Company Reserve Report,” and together with the 2005 Company Reserve Report, the “Company Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of Parent the Company and its Subsidiaries on which the Parent Company Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parentthe Company, was accurate in all material respects at the time such data was provided to the reserve engineers for the Parent 2005 Company Reserve Report and utilized by the Company for the Interim Company Reserve Report. The Parent 2005 Company Reserve Report conforms to the guidelines with respect thereto of the SEC. Except for the sale of substantially all of the Company’s Gulf of Mexico assets in 2006 and changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parentthe Company. Since January 1, 2005, 2003 all of Parentthe Company’s and its Subsidiaries’ wxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Laws, except where any noncompliance would not reasonably be expected to have a Material Adverse Effect on Parentthe Company. To Parentthe Company’s knowledge, neither Parent the Company nor any of its Subsidiaries is in violation of any applicable Law or contract requiring Parent or such Subsidiary the Company to plug and abandon any well because the well is not currently capable of producing in commercial quantities or for any other reasons. With respect to any Oil and Gas Interests of Parent the Company and its Subsidiaries that are not operated by Parent the Company or any of its Subsidiaries, Parent the Company makes the representations and warranties set forth in this Section 4.6 3.6 only to its actual knowledge without having made specific inquiry of the operators with respect hereto. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas AgreementsInterests” means the following types of agreements direct and indirect interests in and rights with respect to oil, gas or minerals, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests; all interests in rights with respect to oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons (collectively, “Hydrocarbons”) and other minerals or revenues therefrom, all contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: in connection therewith and claims and rights thereto (including all oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, unit agreementsand in each case, field equipment interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; all easements, rights of way, licenses, permits, leases, and agreements restricting Parent other interests associated with, appurtenant to, or necessary for the operation of any of its Subsidiaries’ ability to operate, obtain, explore for or develop the foregoing; and all interests in a particular geographic area. Set forth in Section 4.6(e) equipment and machinery (including wxxxx, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries, and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic areaforegoing.

Oil and Gas Reserves. (a) Parent Forest has furnished to the Company a reserve report reports prepared by Netherland, Sxxxxx & Associates, Inc. Forest containing estimates of the oil and gas reserves that are owned by Parent and its Subsidiaries reserves, as of December 31, 2007 2004 and June 30, 2005 (collectively, the “Parent Spinco Reserve Report”), that will be owned by Spinco and the Spinco Subsidiaries upon completion of the Contribution. The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Spinco Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, therein was accurate in all material respects respects, and to the Knowledge of Forest no errors in such information existed at the time such data information was provided to the reserve engineers for the Parent Reserve Reportprovided. The Parent Spinco Reserve Report conforms to the guidelines with respect thereto of the SEC. Except for changes (including changes in Hydrocarbon hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Spinco Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parentthe Spinco Business or Spinco. Since January 1, 2005, 2003 all of Parent’s and its Subsidiaries’ wxxxx xxxxx included in the Spinco Assets have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Lawslaws, except where any noncompliance such failure or violation would not reasonably be expected to have a Material Adverse Effect on ParentSpinco, the Spinco Assets or the Spinco Business. To Parent’s knowledgethe Knowledge of Forest and Spinco, neither Parent nor there are no xxxxx included in the Spinco Assets that Forest, Spinco or any of its their respective Subsidiaries is in violation of any are (i) currently obligated by applicable Law law or contract requiring Parent Contract to plug and abandon, or such Subsidiary (ii) obligated by applicable law or Contract to plug and abandon any well with the lapse of time or notice or both because the well is not currently capable of producing in commercial quantities quantities. No Person has any call on, option to purchase or similar rights with respect to the production of hydrocarbons attributable to the Spinco Assets, except any such call, option or similar right at market prices. Except for gas imbalances between Forest, Spinco or any of their respective Subsidiaries and any third party working interest owners, marketers or pipelines relative to the Spinco Assets that have accrued since June 30, 2005, neither Forest, Spinco nor any of their respective Subsidiaries is obligated by any gas prepayment arrangement or by any “take-or-pay” requirement, advance payment or other reasonssimilar arrangement to deliver any gas at a future time without then or thereafter receiving payment therefor. With respect to any Oil oil and Gas Interests of Parent and its Subsidiaries gas interests comprising Spinco Assets that are not operated by Parent Forest, Spinco or any of its their respective Subsidiaries, Parent makes Forest and Spinco make the representations and warranties set forth in this Section 4.6 4.23 only to its actual knowledge without having made specific inquiry of the operators with respect heretoForest’s and Spinco’s Knowledge. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas Agreements” means the following types of agreements or contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Parent or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Section 4.6(e) of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area.

Oil and Gas Reserves. (a) Parent has furnished to the Company a reserve report reports prepared by Netherland, Sxxxxx & Associates, Inc. Parent and audited by DxXxxxxx and MxxXxxxxxxx and Rxxxx Xxxxx Company containing estimates of the oil and gas reserves that are owned by Parent and or any of its Subsidiaries as of December 31, 2007 2005 (collectively, the “2005 Parent Reserve Report”) and another such report audited by DxXxxxxx and MxxXxxxxxxx containing estimates of the Alaskan oil and gas reserves that are owned by Parent or any of its Subsidiaries as of June 30, 2006 (the “2006 Parent Reserve Report”) and the internal reserve report prepared by Parent containing estimates of certain oil and gas reserves that are owned by Parent or any of its Subsidiaries as of September 30, 2006 (collectively, the “Interim Parent Reserve Report,” and together with the 2005 Parent Reserve Report and the 2006 Parent Reserve Report, the “Parent Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, was accurate in all material respects at the time such data information was provided to the reserve engineers for the 2005 Parent Reserve Report and the 2006 Reserve Report and utilized by the Parent for the Interim Parent Reserve Report. The 2005 Parent Reserve Report conforms and the 2006 Parent Reserve Report conform to the guidelines with respect thereto of the SEC. Except for changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parent. Since January 1, 2005, 2003 all of Parent’s and its Subsidiaries’ wxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Laws, except where any noncompliance would not reasonably be expected to have a Material Adverse Effect on Parent. To Parent’s knowledge, neither Parent nor any of its Subsidiaries is in violation of any applicable Applicable Law or contract requiring Parent or of such Subsidiary to plug and abandon any well because the well is not currently capable of producing in commercial quantities or for any other reasons. With respect to any Oil and Gas Interests of Parent and its Subsidiaries that are not operated by Parent or any of its Subsidiaries, Parent makes the representations and warranties set forth in this Section 4.6 only to its actual knowledge without having made specific special inquiry of the operators with respect hereto. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Interim Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas Agreements” means the following types of agreements or contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Parent or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Section 4.6(e) of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area.

Oil and Gas Reserves. (a) Parent The Company has furnished to the Company Parent a reserve report prepared by Netherland, Sxxxxx & Xxxxxx and Associates, Inc. containing estimates of the oil and gas reserves that are owned by Parent the Company and its Subsidiaries as of December 31, 2007 2005 (the “Parent 2005 Company Reserve Report”), and an internal reserve report prepared by the Company containing estimates of its oil and gas reserves that are owned by the Company and its Subsidiaries as of September 30, 2006 (the “Interim Company Reserve Report,” and together with the 2005 Company Reserve Report, the “Company Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of Parent the Company and its Subsidiaries on which the Parent Company Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parentthe Company, was accurate in all material respects at the time such data was provided to the reserve engineers for the Parent 2005 Company Reserve Report and utilized by the Company for the Interim Company Reserve Report. The Parent 2005 Company Reserve Report conforms to the guidelines with respect thereto of the SEC. Except for the sale of substantially all of the Company’s Gulf of Mexico assets in 2006 and changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parentthe Company. Since January 1, 2005, 2003 all of Parentthe Company’s and its Subsidiaries’ wxxxx xxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Laws, except where any noncompliance would not reasonably be expected to have a Material Adverse Effect on Parentthe Company. To Parentthe Company’s knowledge, neither Parent the Company nor any of its Subsidiaries is in violation of any applicable Law or contract requiring Parent or such Subsidiary the Company to plug and abandon any well because the well is not currently capable of producing in commercial quantities or for any other reasons. With respect to any Oil and Gas Interests of Parent the Company and its Subsidiaries that are not operated by Parent the Company or any of its Subsidiaries, Parent the Company makes the representations and warranties set forth in this Section 4.6 3.6 only to its actual knowledge without having made specific inquiry of the operators with respect hereto. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas AgreementsInterests” means the following types of agreements direct and indirect interests in and rights with respect to oil, gas or minerals, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests; all interests in rights with respect to oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons (collectively, “Hydrocarbons”) and other minerals or revenues therefrom, all contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: in connection therewith and claims and rights thereto (including all oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, unit agreementsand in each case, field equipment interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; all easements, rights of way, licenses, permits, leases, and agreements restricting Parent other interests associated with, appurtenant to, or necessary for the operation of any of its Subsidiaries’ ability to operate, obtain, explore for or develop the foregoing; and all interests in a particular geographic area. Set forth in Section 4.6(e) equipment and machinery (including xxxxx, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries, and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic areaforegoing.

Oil and Gas Reserves. (a) Parent has furnished to the Company a reserve report reports prepared by Netherland, Sxxxxx & Associates, Inc. Parent and audited by XxXxxxxx and XxxXxxxxxxx and Xxxxx Xxxxx Company containing estimates of the oil and gas reserves that are owned by Parent and or any of its Subsidiaries as of December 31, 2007 2005 (collectively, the “2005 Parent Reserve Report”) and another such report audited by XxXxxxxx and XxxXxxxxxxx containing estimates of the Alaskan oil and gas reserves that are owned by Parent or any of its Subsidiaries as of June 30, 2006 (the “2006 Parent Reserve Report”) and the internal reserve report prepared by Parent containing estimates of certain oil and gas reserves that are owned by Parent or any of its Subsidiaries as of September 30, 2006 (collectively, the “Interim Parent Reserve Report,” and together with the 2005 Parent Reserve Report and the 2006 Parent Reserve Report, the “Parent Reserve Report”). The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, was accurate in all material respects at the time such data information was provided to the reserve engineers for the 2005 Parent Reserve Report and the 2006 Reserve Report and utilized by the Parent for the Interim Parent Reserve Report. The 2005 Parent Reserve Report conforms and the 2006 Parent Reserve Report conform to the guidelines with respect thereto of the SEC. Except for changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parent. Since January 1, 2005, 2003 all of Parent’s and its Subsidiaries’ wxxxx xxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Laws, except where any noncompliance would not reasonably be expected to have a Material Adverse Effect on Parent. To Parent’s knowledge, neither Parent nor any of its Subsidiaries is in violation of any applicable Applicable Law or contract requiring Parent or of such Subsidiary to plug and abandon any well because the well is not currently capable of producing in commercial quantities or for any other reasons. With respect to any Oil and Gas Interests of Parent and its Subsidiaries that are not operated by Parent or any of its Subsidiaries, Parent makes the representations and warranties set forth in this Section 4.6 only to its actual knowledge without having made specific special inquiry of the operators with respect hereto. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Interim Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas Agreements” means the following types of agreements or contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Parent or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Section 4.6(e) of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area.

Oil and Gas Reserves. (a) Parent The Company has furnished to Forest reserve reports prepared by the Company a reserve report prepared by Netherland, Sxxxxx & Associates, Inc. containing estimates of the oil and gas reserves that are owned by Parent and its Subsidiaries reserves, as of December 31, 2007 2004 and June 30, 2005 (collectively, the “Parent Company Reserve Report”), that are owned by the Company or any of its Subsidiaries. The factual, non-interpretive data relating to the Oil and Gas Interests of Parent and its Subsidiaries on which the Parent Company Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein, to the knowledge of Parent, therein was accurate in all material respects respects, and to the Knowledge of the Company no errors in such information existed at the time such data information was provided to the reserve engineers for the Parent Reserve Reportprovided. The Parent Company Reserve Report conforms to the guidelines with respect thereto of the SEC. Except for changes (including changes in Hydrocarbon hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have a Material Adverse Effect on Parentthe Company. Since January 1, 2005, 2003 all of Parentthe Company’s and its Subsidiaries’ wxxxx xxxxx have been drilled and (if completed) completed, operated and produced in compliance in all respects with applicable oil and gas leases and applicable Lawslaws, except where any noncompliance such failure or violation would not reasonably be expected to have a Material Adverse Effect on Parentthe Company. To Parentthe Company’s knowledgeKnowledge, neither Parent nor there are no xxxxx of the Company or any of its Subsidiaries is in violation that the Company or any of any its Subsidiaries are (i) currently obligated by applicable Law law or contract requiring Parent Contract to plug and abandon, or such Subsidiary (ii) obligated by applicable law or Contract to plug and abandon any well with the lapse of time or notice or both because the well is not currently capable of producing in commercial quantities quantities. No Person has any call on, option to purchase or similar rights with respect to the production of hydrocarbons attributable to any of the Company’s or its Subsidiaries’ assets, except any such call, option or similar right at market prices. Except for gas imbalances between the Company or any of its Subsidiaries and any third party working interest owners, marketers or pipelines relative to its assets that have accrued since June 30, 2005, neither the Company nor any of its Subsidiaries is obligated by any gas prepayment arrangement or by any “take-or-pay” requirement, advance payment or other reasonssimilar arrangement to deliver any gas at a future time without then or thereafter receiving payment therefor. With respect to any Oil oil and Gas Interests gas interests of Parent the Company and its Subsidiaries that are not operated by Parent the Company or any of its Subsidiaries, Parent the Company makes the representations and warranties set forth in this Section 4.6 5.24 only to its actual knowledge without having made specific inquiry of the operators with respect heretoKnowledge. (b) Set forth in Section 4.6(b) of the Parent Disclosure Letter is a list of all material Oil and Gas Interests that were included in the Parent Reserve Report that have been disposed of prior to the date hereof. (c) Except as set forth in Section 4.6(c) of the Parent Disclosure Letter, proceeds from the sale of Hydrocarbons produced from Parent’s Oil and Gas Interests are being received by Parent and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect). (d) Except as set forth in Section 4.6(d) of the Parent Disclosure Letter, none of Parent or its Subsidiaries has received any material deficiency payment under any gas contract for which any Person has a right to take deficiency gas from Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries received any material payment for production which is subject to refund or recoupment out of future production. (e) Parent has previously provided or made available to the Company true and complete copies of all Parent Oil and Gas Agreements, together with all amendments, extensions and other modifications thereof. To the knowledge of Parent, all Parent Oil and Gas Agreements are in good standing, valid and effective and all royalties, rentals and other payment due by Parent to any lessor of any such oil and gas leases have been paid, except in each case, as has not had, and would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, “Parent Oil and Gas Agreements” means the following types of agreements or contracts to which Parent or any of its Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Parent or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Section 4.6(e) of the Parent Disclosure Letter is a list of all Parent Oil and Gas Agreements that contain restrictions on Parent’s or any of its Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area.