Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything in this Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any other provision of the Rights Agreement to the contrary (i) the execution or the delivery of one or more of the Merger Documents or the conclusion of one or more of the Merger Transactions will not cause or permit the Rights to become exercisable, the Rights to be separated from the stock certificates to which they are attached or any provision of the Rights Agreement to apply to Forcenergy Inc., The Anschutz Corporation or any other person by reason of or in connection with the Merger Documents or the Merger Transactions, including, without limitation, the designation of Forcenergy Inc., The Anschutz Corporation or any other person as an Acquiring Person, the occurrence of a Distribution Date and the occurrence of a Shares Acquisition Date, and (ii) for purposes of this Rights Agreement, neither Forcenergy Inc. nor The Anschutz Corporation or any of their Affiliates shall at any time be deemed to be the Beneficial Owner of the Common Shares and other securities referred to in the preceding clause (i), provided, however, that this Amendment shall not effect any amendment of the Rights Agreement with respect to the acquisition or beneficial ownership of Voting Securities that are not referred to in the preceding clause (i) that may be acquired or owned beneficially by any of Forcenergy Inc., The Anschutz Corporation or any of their Affiliates from time to time (other than Voting Securities acquired pursuant to or in connection with, or beneficially owned as a result of, the payment of a dividend on or split-up, merger, reclassification, recapitalization, reorganization, combination, subdivision, conversion, exchange of shares or the like with respect to such Voting Securities). (b) The definition of “"Acquiring Person” " in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), neither Forcenergy Inc. nor The Anschutz Corporation or any Affiliate or Associate Affiliates of Parent or Merger Subsidiary either shall be deemed to be an Acquiring Person solely by virtue of the (or an Associate or Affiliate i) the announcement of an Acquiring Personthe Merger (as such term is defined in the Merger Agreement), either individually or collectively, as a result (ii) the acquisition of Common Shares of the executionCompany pursuant to the Merger, delivery, announcement, consummation or performance (iii) the execution of the Merger Agreement, the Voting Agreement, Company Shareholders Agreement or the Forcenergy Inc. Stockholders Agreement or (iv) the consummation of the Merger or of the Transactions, and shares of Common Stock acquired pursuant to other transactions contemplated in the Merger Agreement, the Voting Agreement, the Merger Company Shareholders Agreement or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person)Forcenergy Inc. Stockholders Agreement. (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions." (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1 1(k) of the Rights Agreement is hereby amended to add read in its entirety as follows: (k) [intentionally omitted]" (b) The first sentence of Section 7(e) of the following sentence at the end thereofRights Agreement is hereby amended to read in its entirety as follows: "Notwithstanding anything in this Agreement to the contrary, none from and after the first occurrence of Atlas Copco North America LLC a Section 11(a)(ii) Event, any Rights beneficially owned by (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be i) an Acquiring Person, an Adverse Person (or an Associate or Affiliate of an Acquiring Person or an Adverse Person), either individually or collectively, as (ii) a result transferee of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person or an Adverse Person (or an of any such Associate or Affiliate Affiliate) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring PersonPerson or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom the Acquiring Person or Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise." (bc) The definition first sentence of “Distribution Date” in Section 1 23(a) of the Rights Agreement is hereby amended to add the following at the end thereof read in its entirety as follows: (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result a) The Board of Directors of the executionCompany may, deliveryat its option, announcementat any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date, consummation or performance (ii) the Final Expiration Date, redeem all but not less than all of the Merger Agreementthen outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Voting Agreement, date hereof (such redemption price being hereinafter referred to as the Merger or the Transactions"Redemption Price")." (cd) The definition of “Shares Acquisition Date” in Section 1 23(c) of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” deleted in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactionsits entirety. (e) The following definitions shall be added to first two sentences of Section 1 26 of the Rights AgreementAgreement are hereby amended to read in their entirety as follows: "Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock, including, without limitation, to substitute whole or fractional shares of preferred stock or Common Stock for which the Rights may be exercised. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person, an Adverse Person or an Affiliate or Associate of any such Person); provided, from and after the Distribution Date, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights." (f) Section 28 of the Rights Agreement is hereby amended to read in its entirety as follows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything in this Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), or any Affiliate or Associate of Parent or Merger Subsidiary shall be deemed to be an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreement:: “Merger” shall have the meaning ascribed to it in the Merger Agreement.

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Bois d’Arc Merger Documents or the consummation of one or more of the Bois d’Arc Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to any Bois d’Arc Covered Stockholder or any of their respective Affiliates or Associates solely by reason of or in connection with the Bois d’Arc Merger Documents or the Bois d’Arc Merger Transactions, including, without limitation, the designation of the Bois d’Arc Covered Stockholders or any of their respective Affiliates or Associates thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding “In addition, notwithstanding anything in this Rights Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”), Odyssey Acquisition Corp. (“Merger Subsidiary”), the Bois d’Arc Covered Stockholders or any Affiliate of their respective Affiliates or Associate of Parent or Merger Subsidiary Associates shall be deemed to be an Acquiring Person solely by virtue of (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result i) the announcement of the executionBois d’Arc Merger Transactions, delivery, announcement, consummation or performance (ii) the acquisition and/or ownership of Common Shares of the Company pursuant to the Bois d’Arc Merger Agreement, (iii) the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired pursuant to the Merger Agreement, the Voting Agreement, the Merger or the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person). (b) The definition of “Distribution Date” in Section 1 execution of the Rights Agreement is amended to add Bois d’Arc Merger Documents or (iv) the following at consummation of the end thereof (before the “Bois d’Arc Merger Transactions.”): ; provided, however, a Distribution Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreement:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Plains Merger Documents or the consummation of one or more of the Plains Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to Plains, Plains Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the Plains Merger Documents or the Plains Merger Transactions, including, without limitation, the designation of Plains, Plains Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: Notwithstanding “In addition, and notwithstanding anything in this Rights Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”)Plains, Odyssey Acquisition Corp. (“Plains Merger Subsidiary”), Sub or any Affiliate of their respective Affiliates or Associate of Parent or Merger Subsidiary Associates shall be deemed to be an Acquiring Person solely by virtue of (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result i) the announcement of the executionPlains Merger, delivery, announcement, consummation or performance (ii) the acquisition of Common Shares of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired Company pursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement, Agreement or the Plains Voting Agreement, Agreements or (iv) the consummation of the Plains Merger or of the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, other transactions contemplated in the Plains Merger Subsidiary Agreement or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person)Plains Voting Agreements.” (bc) The definition of “Distribution Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred and restated as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreementfollows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the EPL Merger Documents or the consummation of one or more of the EPL Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to EPL, EPL Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the EPL Merger Documents or the EPL Merger Transactions, including, without limitation, the designation of EPL, EPL Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: Notwithstanding “In addition, and notwithstanding anything in this Rights Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”)EPL, Odyssey Acquisition Corp. (“EPL Merger Subsidiary”), Sub or any Affiliate of their respective Affiliates or Associate of Parent or Merger Subsidiary Associates shall be deemed to be an Acquiring Person solely by virtue of (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result i) the announcement of the executionEPL Merger, delivery, announcement, consummation or performance (ii) the acquisition of Common Shares of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired Company pursuant to the EPL Merger, (iii) the execution of the EPL Merger Agreement, Agreement or the EPL Voting Agreement, Agreements or (iv) the consummation of the EPL Merger or of the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, other transactions contemplated in the EPL Merger Subsidiary Agreement or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person)EPL Voting Agreements.” (bc) The definition of “Distribution Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred and restated as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreementfollows:

Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Notwithstanding any provision of the Rights Agreement to the contrary, none of the execution or the delivery of one or more of the Plains Merger Documents or the consummation of one or more of the Plains Merger Transactions shall cause or permit the Rights to become exercisable, the Rights to become separated from the stock certificates to which they are attached or any operative provision of the Rights Agreement to apply to Plains, Plains Merger Sub or any Affiliate or Associate thereof solely by reason of or in connection with the Plains Merger Documents or the Plains Merger Transactions, including, without limitation, the designation of Plains, Plains Merger Sub or any Affiliate or Associate thereof as an Acquiring Person, the occurrence of a Distribution Date or the occurrence of a Shares Acquisition Date. (b) The definition of “Acquiring Person” set forth in Section 1 of the Rights Agreement is hereby amended to add the following sentence at the end thereof: Notwithstanding ”In addition, and notwithstanding anything in this Rights Agreement to the contrary, none of Atlas Copco North America LLC (“Parent”)Plains, Odyssey Acquisition Corp. (“Plains Merger Subsidiary”), Sub or any Affiliate of their respective Affiliates or Associate of Parent or Merger Subsidiary Associates shall be deemed to be an Acquiring Person solely by virtue of (or an Associate or Affiliate of an Acquiring Person), either individually or collectively, as a result i) the announcement of the executionPlains Merger, delivery, announcement, consummation or performance (ii) the acquisition of Common Shares of the Merger Agreement, the Voting Agreement, the Merger or the Transactions, and shares of Common Stock acquired Company pursuant to the Plains Merger, (iii) the execution of the Plains Merger Agreement, Agreement or the Plains Voting Agreement, Agreements or (iv) the consummation of the Plains Merger or of the Transactions shall not be aggregated with shares of Common Stock beneficially owned by Parent, other transactions contemplated in the Plains Merger Subsidiary Agreement or any Affiliate or Associate of Parent or Merger Subsidiary on the date hereof for purposes of determining whether Parent, Merger Subsidiary or any Affiliate or Associate of Parent or Merger Subsidiary is an Acquiring Person (or an Associate or Affiliate of an Acquiring Person)Plains Voting Agreements.” (bc) The definition of “Distribution Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended to add the following at the end thereof (before the “.”): ; provided, however, a Distribution Date shall not be deemed to have occurred and restated as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (c) The definition of “Shares Acquisition Date” in Section 1 of the Rights Agreement is amended to add the following clause at the end thereof (before the “.”): ; provided, however, that a Share Acquisition Date shall not be deemed to have occurred as a result of the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions (d) The definition of “Triggering Event” in Section 1 of the Rights Agreement is amended to add the following sentence at the end thereof: Notwithstanding anything to the contrary contained in this Agreement, a Triggering Event shall not include the execution, delivery, announcement, consummation or performance of the Merger Agreement, the Voting Agreement, the Merger or the Transactions. (e) The following definitions shall be added to Section 1 of the Rights Agreementfollows: