Common use of Restrictions on Certain Actions Clause in Contracts

Restrictions on Certain Actions. During the earlier of (a) five years from the date of this Agreement or (b) two years after the termination of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Company; or (f) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities Act.

Restrictions on Certain Actions. During Without limiting the earlier generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, neither the Company nor any Subsidiary shall, without the prior written consent of Buyer: (a) five years except as provided in the Notice of Extraordinary Meeting dated October 7, 1998 contained in the Listing Particulars, amend its Organic Documents or other governing instruments; (i) except as provided (A) in the Notice of Extraordinary Meeting dated October 7, 1998 contained in the Listing Particulars or (B) in Section 6.3 hereof, issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend in any respect any of the terms of any such securities outstanding as of the date hereof; (i) except as provided in the Notice of Extraordinary Meeting dated October 7, 1998 contained in the Listing Particulars, split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem, or otherwise acquire any of its securities or any securities of any Subsidiary; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company or any Subsidiary; (i) except in the ordinary course of business consistent with past practice, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person (other than customary loans or advances to employees in amounts not material to the maker of such loan or advance); (iii) pledge or otherwise encumber shares of capital stock of the Company or any Subsidiary; or (iv) except in the ordinary course of business consistent with past practice, mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any lien thereupon; (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee; (ii) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company, increase in any manner the compensation or fringe benefits of any director, officer or employee; or (iii) pay to any director, officer or employee any benefit not required by any employee benefit agreement, trust, plan, fund or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice or any assets that in the aggregate are material to the Company and the Subsidiaries considered as a whole; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (h) make any capital expenditure or expenditures which, individually, is in excess of $100,000 or, in the aggregate, are in excess of $250,000; (i) amend any Tax Return or make any Tax election or settle or compromise any federal, state, local, or foreign Tax liability material to the Company and the Subsidiaries considered as a whole; (j) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements or incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice; provided, however, that in no event shall the Company or any Subsidiary repay any long-term indebtedness except to the extent required by the terms thereof; (k) enter into any lease, contract, agreement, commitment, arrangement or transaction outside the ordinary course of business consistent with past practice; (l) amend the Difco Agreement, the Burlington Agreement or the Senior Credit Facility; (m) amend, modify, or change any existing lease, contract or agreement (exclusive of the contracts described in subsection (l)), other than in the ordinary course of business consistent with past practice; (n) waive, release, grant or transfer any rights of value, other than in the ordinary course of business consistent with past practice; (o) change any of the accounting principles or practices used by it; (p) take any action which would or might make any of the representations or warranties of the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or (b) two years after the termination would or might result in any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined conditions set forth in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall this Agreement not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Companybeing satisfied; or (fq) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection.

Restrictions on Certain Actions. During the earlier of (a) five years from the date of this Agreement or (b) two years after the termination Subject to receipt of the Venture Agreementapprovals required by Section 5.4, except as permitted pursuant if any, neither the LLC nor any Manager or Officer shall take, or shall cause its Subsidiaries to Section 5 hereoftake, Buyer, any of the following actions without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate Managers holding at least sixty percent (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")60%) of Buyer to: the votes held by all Managers (awhich consent shall be obtained in accordance with the requirements of Section 5.1(a) acquire (other than through stock splits or stock dividends), directly Section 5.1(c) above) or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of extent such action is expressly contemplated by the Company (as such terms are used annual budget approved in Rule 14a-11 of Regulation 14A under the Exchange Actaccordance with Section 5.1(c); provided, however, that those actions set forth in Subsections 5.5(a), (f) and (t) shall require the foregoing shall not prohibit Buyer from soliciting proxies prior consent of the Managers holding at least seventy-five percent (75%) of the votes held by all Managers (as otherwise set forth in this Section 5.5): (a) directly or indirectly declare or make any distributions upon any of the LLC’s equity securities (except for distributions in accordance with Section 3.1); (b) make, or permit any of its Subsidiaries to make, any loans or advance to, guarantees for the purpose of opposing benefit of, or investments in, any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.Person; (c) deposit sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the LLC or its Subsidiaries (other than inventory in the ordinary course) in an amount which exceeds $5,000 on an individual basis or exceeds $10,000 on a cumulative basis in any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreementcalendar year; (d) directly unless otherwise contemplated by the LLC’s annual business plan and budget which has been approved by the Board, make any capital expenditure (including research and development expenditures), except for capital expenditures which are less than $5,000 on an individual basis or indirectly or through or in conjunction with any other person, engage in less than $10,000 on a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage cumulative basis in any proxy solicitation with any person or entity relating to the Companycalendar year; (e) take directly or indirectly redeem, purchase or otherwise acquire, or permit any action alone of its Subsidiaries to redeem, purchase or otherwise acquire, any of the LLC’s or any Subsidiary’s equity securities (including, in concert with any the case of Subsidiaries, warrants, options and other person rights to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Company; orequity securities); (f) sellauthorize, transferissue, pledge sell or otherwise dispose of enter into any agreement providing for the issuance (contingent or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreementotherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (iiicontingent or otherwise) pursuant to a public offering of the Shares registered under the Securities Act.any equity securities (including profits interests) or debt securities with equity features or securities exercisable or convertible into equity securities (including profits interests) or debt securities with equity features;

Restrictions on Certain Actions. During Without limiting the earlier of (a) five years from the date of this Agreement or (b) two years after the termination generality of the Venture foregoing, and except as otherwise expressly provided in this Agreement, except including the actions referenced in Sections 1.5 and 8.15 (including as permitted pursuant to Section 5 hereofthe formation and organization of Sellers’ Representative), Buyerduring the period from December 31, 2005 to the Closing, neither the Company nor any Subsidiary has taken or shall take, consent to or allow, nor shall any Seller cause or allow the Company or any Subsidiary to take or consent to, any of the following actions, without the prior written consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer toBuyer: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of amend the Company entitled to vote generally for the election of directors ("Voting Securities")applicable Governing Documents; (b) directly issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any membership or partnership interests of any class or any other person, solicit proxies with respect to Voting Securities under any circumstance; securities or become a "participant" equity equivalents in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing or any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.Subsidiary; (c) deposit any Voting Securities except for the discharge of obligations reflected in a voting trustthe Financial Statements or the sale or other disposition of the Excluded Assets pursuant to Section 8.15 (i) declare, set aside, or subject pay any Voting Securities to dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its membership or partnership interests; (ii) repurchase, redeem, or otherwise acquire any of its securities or any securities of any Subsidiary; or (iii) adopt a voting plan of complete or similar agreementpartial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of the Company or such Subsidiary; (d) directly (i) except for Permitted Indebtedness, create, incur, guarantee, or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other personPerson; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person Person; (iii) pledge or entity without the prior written approval otherwise encumber shares of membership interests, partnership interests or other equity securities of the CompanyCompany or any Subsidiary; or (iv) mortgage or pledge any of its assets, tangible or intangible, or engage create or suffer to exist any Lien thereupon (except (A) in any proxy solicitation connection with any person Permitted Indebtedness or entity relating to otherwise in connection with the CompanyCredit Facilities, which Liens shall be released at or before Closing, or (B) for statutory Liens for amounts not yet due or not yet delinquent); (e) take any action alone or in concert with any other person except for the Retention Bonus Plan which shall be transferred to acquire or change Sellers’ Representative pursuant to Section 8.7(a), and the control transfers to Sellers’ Representative and the distribution of the Company ormembership interests in Sellers’ Representative pursuant to Section 8.7 and Section 8.15, (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) increase in any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, participate any assets, except for (i) sales of Hydrocarbons or entering into oil and gas leases in any group seeking to obtain the ordinary course of business, (ii) sales of inventory and excess or take control obsolete assets in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the Company; or’s business and (iii) the sale or other disposition of the Excluded Assets pursuant to Section 8.15; (fg) sellacquire (by merger, transferconsolidation, pledge or otherwise dispose acquisition of stock or encumber assets or otherwise) any Voting Securities corporation, partnership, or other business organization or division thereof; (h) except (i) as for the capital improvements and expenditures set forth in Section 7 hereof7.2(a) of the Company Disclosure Schedule, and except for any capital expenditures related to an Emergency or Force Majeure, make any capital expenditure; (i) except with respect to any federal income tax return or federal income tax liability, amend any Tax Return or settle or compromise any federal, state or local Tax liability or enter into any agreement or preliminary settlement with any Governmental Entity concerning Taxes; make any Tax election except elections consistent with past practices and which are required to be made in connection with Tax Returns filed for any tax period ending prior to the Closing Date; file with, or provide to, any Governmental Entity any waiver extending the statutory period for assessment or reassessment of Taxes or any other waiver of restrictions on assessment or collection of any Taxes; (j) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the 2000 Xxxxxxxxx Financial Statements or incurred since December 31, 2005 in the ordinary course of business consistent with past practice; (k) enter into any lease, contract, agreement, commitment, arrangement, right of way, easement or transaction outside the ordinary course of business consistent with past practice, or any lease, contract, agreement, commitment, arrangement, or transaction (i) which grants or creates any area of mutual interest, consent to assignment, option, right of first refusal, call, put or other preferential right in favor of any third party, (ii) to an affiliate for the sale, exchange, gathering, processing and transportation of the Buyer, provided that the transferee agrees to be bound by all the provisions Hydrocarbons having a term of this Agreementmore than one month, or (iii) pursuant to which would constitute a public offering Company Contract; (l) amend, modify, or change in any material respect any Company Contract or any Basic Document; (m) change any of the Shares registered under accounting principles or practices used by it, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by the Securities ActCompany to Buyer; (n) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 7.2; or (o) take any action that may cause Company to breach any of the representations and warranties contained in Article IV herein.

Restrictions on Certain Actions. During Without limiting the earlier of (a) five years from the date of this Agreement or (b) two years after the termination generality ------------------------------- of the Venture foregoing, and except as otherwise expressly provided in this Agreement, except as permitted pursuant prior to Section 5 hereofthe Closing, BuyerCompany shall not, without the prior written consent of Buyer (which consent will not be unreasonably withheld): (i) make any Material change in the ongoing operations of Company's Board Business; (ii) except in the ordinary course of Directors will notbusiness consistent with past practice with respect to the purchase of inventory (including raw materials), nor will it permit create, incur, guarantee, or assume any affiliate Indebtedness for borrowed money in respect of Company's Business; (as such term is defined in Rule 12b-2 iii) mortgage or pledge any of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to:its assets or create or suffer to exist any Encumbrance thereupon; (a) acquire enter into, adopt, or (except as may be required by Applicable Law) amend any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, stock purchase, pension, retirement, deferred compensation, employment, severance, or other than through stock splits Employee Benefit Plan, trust, fund, or stock dividends), directly other arrangement for the benefit or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership welfare of any additional shares employee of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")Company's Business; (b) directly except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a Material increase in benefits or indirectly compensation expense to Company, increase in any manner the compensation or through fringe benefits of any employee of Company's Business; (c) pay to any employee of Company any benefit not required by any Employee Benefit Plan, trust, fund, or other personarrangement as in effect on the date hereof; (d) pay any bonus to any employee of Company except for bonuses paid in the ordinary course of business and consistent with past practice; (e) declare, solicit proxies set aside or pay any dividend or distribution with respect to Voting Securities under any circumstance; or become a "participant" its membership interests, except for distributions in any "election contest" relating amounts calculated to enable the election of directors of the Company Members to pay their respective federal, state and local income Taxes (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in at applicable rates) due with respect to the Company's Articles current earnings (the "Tax Distributions") as contemplated by Section 3.2, or redeem, repurchase, or otherwise acquire any of Incorporationits membership interests; or (f) offer, sell, issue or commit to issue any of Company's membership interests or any options, warranties, rights or other securities convertible into or having a right to acquire any of same. (cv) deposit any Voting Securities in a voting trustsell, lease, transfer, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company orotherwise dispose of, directly or indirectly, participate any of its assets, other than inventory and unusable equipment sold in the ordinary course of business consistent with past practice; (vi) make any capital expenditure or expenditures relating to Company's Business which is in excess of $25,000.00 as to any one item or $50,000.00 in the aggregate; (vii) pay, discharge, or satisfy any claims, liabilities, or obligations relating to Company's Business (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements or incurred since the latest of the Financial Statements in the ordinary course of business consistent with past practice; (viii) enter into any lease, Contract, agreement, commitment, arrangement, or transaction relating to Company's Business, except in the ordinary course of business consistent with past practice; (ix) amend, modify, or change any existing lease, Contract, or agreement relating to Company's Business, other than in the ordinary course of business consistent with past practice; (x) waive, release, grant, or transfer any rights of value relating to Company's Business, other than in the ordinary course of business consistent with past practice; (xi) allow the levels of raw materials, work-in-progress, finished goods, supplies, and other materials included in the inventory of Company's Business to vary in any group seeking Material respect from the levels customarily maintained by Company in the ordinary course of business consistent with past practice; (xii) permit any current insurance or reinsurance policy to obtain be cancelled or take control terminated or any of the coverages thereunder to lapse if such policy covers assets or insures risks, contingencies, or liabilities of Company's Business, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated, or lapsed are in full force and effect and written copies thereof have been provided to Company; (xiii) change any of the accounting principles or practices used by it relating to Company's Business, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by Company to Buyer; or (xiv) engage in any transactions not contemplated by this Agreement, incur any Material liabilities or incur any obligations except (i) those in connection with its performance of the transactions provided for herein, or (ii) those which are in the ordinary course of business and consistent with past practices. (xv) enter into any Contract to acquire all or substantially all of the assets or properties of any other Person or acquire all or substantially all of the securities of any other Person; or (xvi) effect any change in the Articles of Organization or Operating Agreement of Company; or (fxvii) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from the date of foregoing, and except as otherwise expressly provided in this Agreement or (b) two years after the termination disclosed in Section 7.2 of the Venture AgreementCompany Disclosure Schedule, except as permitted pursuant prior to Section 5 hereofthe Closing, Buyerneither the Company nor the Subsidiary shall take, consent to or allow any of the following actions, without the prior written consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer toBuyer: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")amend its Governing Documents; (b) directly issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any common stock of any class or any other person, solicit proxies with respect to Voting Securities under any circumstance; securities or become a "participant" equity equivalents in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under or the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.Subsidiary; (c) deposit any Voting Securities in a voting trust(i) declare, set aside, or subject pay any Voting Securities to dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its common stock; (ii) repurchase, redeem, or otherwise acquire any of its securities; or (iii) adopt a voting plan of complete or similar agreementpartial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of the Company or the Subsidiary; (d) directly (i) create, incur, guarantee, or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other personPerson; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person Person; (iii) pledge or entity without the prior written approval otherwise encumber shares of common stock, capital stock or other equity securities of the CompanyCompany or the Subsidiary; or (iv) mortgage or pledge any of its assets, tangible or intangible, or engage create or suffer to exist any Lien thereupon (except for customary Liens contained in any proxy solicitation or arising under joint operating (or similar) agreements binding on the Company or the Subsidiary with any person respect to amounts not yet due or entity relating to the Companynot yet delinquent and except for statutory Liens for amounts not yet due or not yet delinquent); (e) take (i) enter into, adopt, or (except as may be required by law) amend or terminate any action alone bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) increase in concert with any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other person to acquire arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or change the control of the Company orotherwise dispose of, directly or indirectly, participate in any group seeking to obtain or take control of the Company; or (f) sellassets, transfer, pledge or otherwise dispose of or encumber any Voting Securities except for (i) as set forth sales of Hydrocarbons in Section 7 hereofthe ordinary course of business consistent with past practice, (ii) to an affiliate sales of inventory and excess or obsolete assets in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the BuyerCompany's business and (iii) pursuant to Section 8.15, provided that the transferee agrees sale of the Excluded Assets; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) except for the capital expenditures referenced in Section 4.14(a) of the Company Disclosure Schedule, make any capital expenditure or expenditures which, individually, is in excess of $50,000 or, in the aggregate, are in excess of $500,000; (i) amend any Tax Return or settle or compromise any federal, state, local, or foreign Tax liability or enter into any agreement or preliminary settlement with any Governmental Entity concerning Taxes; make any Tax election except elections consistent with past practices and which are required to be bound by all made in connection with Tax Returns filed for any tax period ending prior to the provisions Closing Date; file with, or provide to, any Governmental Entity any waiver extending the statutory period for assessment or reassessment of this AgreementTaxes or any other waiver of restrictions on assessment or collection of any Taxes; (j) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business in an amount not to exceed $50,000, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements or incurred since December 31, 2004 in the ordinary course of business consistent with past practice; (k) enter into any lease, contract, agreement, commitment, arrangement, or transaction outside the ordinary course of business consistent with past practice, or any lease, contract, agreement, commitment, arrangement, or transaction (i) which grants or creates any area of mutual interest, consent to assignment, option, right of first refusal, call, put or other preferential right in favor of any third party, (ii) for the sale, exchange, gathering, processing and transportation of Hydrocarbons having a term of more than one month, or (iii) pursuant to which would constitute a public offering Company Contract; (l) amend, modify, or change in any material respect any Company Contract or Oil and Gas Contract; (m) change any of the Shares registered under accounting principles or practices used by it, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by the Securities ActCompany to Buyer; (n) agree or consent to the establishment of any unit, the change in any existing unit (or any participating area therein), or the entry into of any pooling or unitization agreement after the date hereof; or (o) authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section 7.2.

Restrictions on Certain Actions. During the earlier of (a) five years from Without limiting the date generality of this Agreement or (b) two years after the termination Section 5.4, and except as otherwise set forth in Section 5.5 of the Venture Business Schedules (solely with respect to the period prior to the Cut-Off Time) or in Section 5.5(b) hereof or as otherwise expressly provided in this Agreement, except as permitted pursuant on or prior to Section 5 hereofthe Funding Date, Buyerthe Company shall not, and shall not permit the Company or any of its Subsidiaries or any Affiliates of the Company to the extent such Affiliates own Purchased Assets, without the prior written consent of the Company's Board of Directors will notBuyer, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (ai) acquire (other than through stock splits mortgage, pledge, assign, grant any participation or stock dividends), directly security interest in or indirectly or in conjunction with or through otherwise further encumber any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")Purchased Assets; (b1) directly sell, transfer or indirectly or through liquidate any other personProperty that would, solicit proxies with respect to Voting Securities under any circumstance; or become but for such sale, be a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)Purchased Asset; provided, however, that the foregoing shall not prohibit Buyer (i) the sale of worn-out, unserviceable or obsolete equipment and fixtures, (ii) transfers resulting from soliciting proxies any casualty or condemnation of Properties, in each case at a consideration no less than the Book Value of such Property as of January 31, 2003, and (iii) the sale of any Charged-off Accounts and repossessed collateral in the ordinary course of business and consistent with the past practices of the CFC Parties; (2) change the composition of the Assigned Receivables pool with respect to credit quality except in the ordinary course of business and consistent with the past practices of the CFC Parties; (iii) amend its Organizational Documents, other than to convert any CFC Party (other than the Trust) into a limited liability company; (iv) (A) issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents; or (B) amend in any material respect any of the terms of any such securities outstanding as of the date hereof; (A) split, combine or reclassify any shares of its capital stock or any other securities or equity equivalents; (B) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or any other securities or equity equivalents; (C) repurchase, redeem or otherwise acquire any of its securities; (D) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of any CFC Party; or (E) repay intercompany indebtedness owed to Affiliates, except in payment of services rendered; (vi) with respect to Mill Creek Bank Inc., (A) create, incur, guarantee or assume any indebtedness for borrowed money or otherwise become liable or responsible for the purpose obligations of opposing any other Person other than certificates of deposit issued by Mill Creek Bank Inc. to the extent such certificates of deposit is issued by Mill Creek Bank Inc. as reviewed weekly with the Buyer or (B) other than in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any other Person (other than to wholly owned Subsidiaries or to another CFC Party); (vii) except as may be required by applicable Laws, (A) make or agree to make any increase in the ownership limitation currently contained compensation payable or to become payable to any Employee, except for regularly scheduled increases in compensation payable or increases otherwise occurring in the Company's Articles ordinary course of Incorporationbusiness consistent with past practices or (B) enter into, adopt, make any material amendments to or terminate any collective bargaining agreement, any Employee Benefit Plan or any other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee. (cviii) deposit acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any Voting Securities in a voting trustPerson, or subject any Voting Securities to a voting other business organization or similar agreementdivision thereof which would be included in the Purchased Businesses; (dix) make any capital expenditure or expenditures in the Purchased Businesses in excess of the aggregate amount set forth in the capital expenditures budget agreed upon by the Company and the Buyer; (x) enter into, assume, amend, modify, cancel, waive or change in any respect any Assumed Agreement, including, without limitation, directly or indirectly extend or through otherwise restructure the payment schedule, payment terms or in conjunction with any other personterms or conditions of any Assumed Receivables Contract, engage or make any advance, extension, novation, modification or other accommodation to any Obligor, except for extensions, restructuring, advances, novations, modifications or other accommodations made or entered into in the ordinary course of business as consistent with past practices of the Sellers; (xi) enter into any Contract with an Affiliate other than Contracts entered into in the ordinary course of business consistent with past practices, involving no more than $100,000 per Contract or series of related Contracts and that do not affect or impact the Purchased Assets or the Assumed Liabilities or interfere with or impede the consummation of the transactions contemplated hereby; or (xii) with respect to the Purchased Businesses, (1) change in any material respect any of the accounting principles or practices used by it for Tax or accounting purposes, except for any change required by reason of a tender concurrent change in GAAP or exchange offer (2) write-down the value of any assets, revalue any asset or write-off as uncollectible any receivables except in the ordinary course of business consistent with the past practices of the CFC Parties other than in accordance with the Accounting Principles; (xiii) make any changes in dealer concessions, servicing, billing or collection operations or policies (including, without limitation, any modifications with respect to the existing collector incentive program) of the Purchased Businesses or change the existing service level and operating hours except in the ordinary course of business consistent with the past practices of the CFC Parties; (xiv) with respect to the Purchased Businesses, deviate in any material respect from existing policies and procedures with respect to (i) classification of assets; (ii) accrual of interest; (iii) dealer and consumer underwriting, pricing, originating selling and servicing; and (iv) obtaining or extending financing and credit; (xv) breach or otherwise fail to perform any of their material duties under the Private Label Credit Card Master Trust Documents; (xvi) permit any Assigned Receivable to become subject to a Securitization; (xvii) reject any Contract or transfer, sell or otherwise dispose of any Property that is necessary to operate the Purchased Businesses in ordinary course and consistent with the past practices of the CFC Parties; (xviii) modify any terms or conditions of any deposit held or accepted by Mill Creek Bank Inc. except as reviewed weekly with the Buyer; (xix) use any cash owned by Mill Creek Bank, Inc. or proceeds from any sale, transfer or other disposition of any Purchased Assets to pay any of the Excluded Liabilities except for the Company's Voting Securities following: (A) payments of Taxes due as required to be made pursuant to Section 5.4(a)(iv) hereof, (B) subject to Sections 2.4(f) and 5.38 hereof, payments prior to the Cut-Off Time of operating expenses incurred by Mill Creek Bank Inc. in the ordinary course of its business and consistent with its past practices ("Allowed Operating Expenses"); and (C) subject to Sections 2.2(a)(iii) and 5.38 hereof, payments of Allowed Operating Expenses after the Cut-Off Time through the Funding Date; or (xx) enter into an agreement, contract or commitment to undertake any of the foregoing (other person than this Agreement or entity the other Transaction Documents). (b) Without limiting the generality of Section 5.4, and except as otherwise set forth in Section 5.5(a) of the Business Schedules or as otherwise expressly provided in this Agreement, from the Cut-Off Time and through the Funding Date, the Company shall not, and shall not permit any CFC Party, without the prior written approval consent of the CompanyBuyer, to: (i) sell, transfer or engage in liquidate any proxy solicitation with any person or entity relating to the CompanyProperty that is a Purchased Asset; (eii) take enter into, assume, amend, modify, cancel, waive or change in any action alone respect any Assumed Agreement or make any advance, extension, novation, modification or other accommodation to any Obligor (other than with respect to any Assigned Receivable, any Assumed Receivables Contract or any dealer agreement in concert the ordinary course of business consistent with the past practices of the CFC Parties); (iii) with respect to the Purchased Businesses, (1) change in any other person respect any of the accounting principles or practices used by it for Tax or accounting purposes, except for any change required by reason of a concurrent change in GAAP or (2) write-down the value of any assets, revalue any asset or write-off as uncollectible any receivables except in accordance with the Accounting Principles; (iv) make any changes in dealer concessions, servicing, billing or collection operations or policies (including, without limitation, any modifications with respect to acquire the existing collector incentive program) of the Purchased Businesses or change the control existing service level and operating hours; (v) with respect to the Purchased Business, deviate in any respect from existing policies and procedures with respect to (A) classification of assets; (B) accrual of interest; (C) dealer and consumer underwriting, pricing, originating, selling and servicing; and (D) obtaining or extending financing and credit; (vi) reject any Contract or transfer, sell or otherwise dispose of any Property that is a Purchased Asset; (vii) incur, assume or acquire any other obligation or liability (contingent or otherwise) with respect to the Purchased Assets except normal trade or business obligations incurred in the ordinary and usual course of businesses consistent with the past practices of the Company orSellers; (viii) cancel or compromise any debt or claim that is a Purchased Asset, directly or indirectlywaive or release any right that is a Purchased Asset (in each case, participate other than with respect to any Assigned Receivable, in any group seeking to obtain or take control the ordinary course of business and consistent with the past practices of the CompanyCFC Parties); (ix) initiate or settle any pending legal proceeding with respect to the Purchased Assets (other than any collection proceedings conducted in the ordinary course of business and consistent with the past practices of the CFC Parties); or (fx) sellenter into an agreement, transfer, pledge contract or otherwise dispose of or encumber commitment to undertake any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that foregoing (other than this Agreement or the transferee agrees to be bound by all the provisions of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities Actother Transaction Documents).

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years the foregoing, and except as otherwise expressly provided in this Agreement, during the period from the date of this Agreement hereof to the Closing, the Company shall not (and PFC shall cause the Company not to, and PFC and the Company shall cause each Subsidiary, not to) take, consent to or (b) two years after the termination allow any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity following actions without the prior written approval consent of the Company, or engage in any proxy solicitation with any person or entity relating to the CompanyBuyer: (A) amend its Governing Documents; (eB) take issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any action alone Equity Interests in the Company or any Subsidiary; (C) except for the discharge of obligations reflected in concert with the Financial Statements and described on Company Schedule 6.2, (1) declare, set aside, or pay any dividend or other person to distribution (whether in cash, stock, or property or any combination thereof) in respect of its Equity Interests; (2) repurchase, redeem, or otherwise acquire any of its Equity Interests or change the control any Equity Interests of any Subsidiary; (3) effect any reorganization or recapitalization; (4) split, combine or reclassify any of its Equity Interests; (5) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of the Company oror any Subsidiary; or (6) enter into any Contract to do any of the foregoing; (D) except for Permitted Indebtedness incurred in the Ordinary Course of Business: (1) create or incur any Indebtedness; make any loans, advances, or capital contributions to, or investments in, any other Person; (2) pledge or otherwise encumber any Equity Interests in the Company or any Subsidiary; (3) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon other than Permitted Encumbrances; or (4) enter into any Contract with respect to the foregoing; (1) enter into, adopt, or (except as may be required by law) amend, modify or terminate any Plan (within the meaning of Section 3.8) or Benefit Program or Agreement (within the meaning of Section 3.8) for the benefit or welfare of any current or former director, officer, or employee; (2) increase in any manner the compensation or fringe benefits of any current or former director, officer, or employee or consultant; or (3) pay to any current or former director, officer, or employee or consultant any benefit not required by any Plan (within the meaning of Section 3.8) or Benefit Program or Agreement (within the meaning of Section 3.8) as in effect on the date hereof; (F) except as set forth on Company Schedule 6.2, sell, assign, lease, sublease, transfer, farm out or otherwise dispose of, directly or indirectly, participate or mortgage, pledge or grant any right to any Person to acquire any interest in or otherwise encumber any group seeking to obtain Property, Midstream Asset or take control any other asset, other than (1) sales of Hydrocarbons in the Ordinary Course of Business, or (2) sales of inventory and excess or obsolete assets in the Ordinary Course of Business or personal property in the Ordinary Course of Business that is either replaced by equivalent property or normally consumed in the operation of the Company’s or Subsidiary’s business; (G) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (H) except for the payment, settlement, cancellation or satisfaction of the Intracompany Obligations, as set forth on Company Schedule 6.2(H), pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction of obligations and liabilities in the Ordinary Course of Business, or in accordance with their terms, of liabilities reflected or reserved against in the Balance Sheet or that otherwise have arisen or arise in the Ordinary Course of Business; (I) except as set forth on Company Schedule 6.2(I) enter into any Contract or series of related Contracts, (1) outside the Ordinary Course of Business, or (2) for the sale, exchange, gathering, processing and transportation of Hydrocarbons having a term of more than 60 days; (J) enter into, amend, modify, or change in any material respect any Company Contract or Oil and Gas Contract, other than in the Ordinary Course of Business or consistent with the Project Plan or any amendments thereto pursuant to Section 7.18; (K) change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by the Company to Buyer; (L) except in the Ordinary Course of Business, or if necessary to perpetuate any Lease, agree or consent to the establishment of any pooled or field-wide unit or the change in any existing pooled or field-wide unit (or any participating area therein); (M) make any settlement of, or compromise, any Tax liability, enter into any closing agreement, surrender any right to a refund of Taxes, consent to any waiver of the limitation period applicable to any Tax claim or assessment, change in any material respect any Tax election or Tax method of accounting or make any new Tax election or adopt any new Tax method of accounting but only if, with respect to each of the foregoing, doing so would increase the liability of the Company or any of the Subsidiaries for Tax for any period after the Closing Date; or (fN) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection 6.2.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from the foregoing, and except as otherwise expressly provided in this Agreement, after the date of this Agreement or (b) two years after hereof and prior to the termination of Closing, the Venture Agreement, except as permitted pursuant to Section 5 hereof, BuyerCompany shall not, without the prior written consent of the Company's Board of Directors will not, nor will it permit any affiliate Buyer (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to:which consent shall not be unreasonably withheld): (a) acquire amend its charter or bylaws; (other than i) issue, sell, or deliver (whether through stock splits the issuance or stock dividends)granting of options, directly or indirectly or in conjunction with or through any other personwarrants, by purchase commitments, subscriptions, rights to purchase, or otherwise, beneficial ownership ) any shares of its capital stock of any additional shares of Common Stock class or any other securities or equity equivalents; or (ii) amend in any respect any of the Company entitled to vote generally for terms of any such securities outstanding as of the election of directors ("Voting Securities")date hereof; (bi) directly split, combine, or indirectly reclassify any shares of its capital stock; (ii) declare, set aside, or through pay any dividend or other persondistribution (whether in cash, solicit proxies with stock, or property or any combination thereof) in respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)its capital stock; provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose Company may make a distribution of opposing any increase certain life insurance policies in the ownership limitation currently contained in redemption of 11,612 shares of the Company's Articles of Incorporation. capital stock in the aggregate, with each Seller having Shares redeemed from such Seller, pro rata in proportion to their ownership percentages set forth on Annex I; (ciii) deposit any Voting Securities in a voting trustrepurchase, redeem, or subject otherwise acquire any Voting Securities of its securities, except as noted in the proviso to clause (ii); or (iv) adopt a voting plan of complete or similar agreementpartial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company; (di) directly except in the ordinary course of business consistent with past practice, create, incur, guarantee, or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other person; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person person; (iii) pledge or entity without the prior written approval otherwise encumber shares of capital stock of the Company; or (iv) except in the ordinary course of business consistent with past practice, mortgage or pledge any of its assets, tangible or intangible, or engage create or suffer to exist any lien thereupon; (i) except in the ordinary course of business consistent with past practice, enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, (ii) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company, increase in any proxy solicitation manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice or any person or entity relating assets other than inventory that in the aggregate are material to the Company; (eg) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) make any capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, are in excess of $250,000 except in the ordinary course of business and consistent with past practice and excluding the purchase of equipment for sale to customers; (i) make any Tax election or settle or compromise any federal, state, local, or foreign Tax liability; (j) except as set forth on Schedule 3.13, pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet or incurred since January 31, 1999 in the ordinary course of business consistent with past practice; provided, however, that in no event shall the Company repay any long-term indebtedness except to the extent required by the terms thereof; (k) enter into any lease, contract, agreement, commitment, arrangement, or transaction outside the ordinary course of business consistent with past practice; (l) amend, modify, or change any existing lease, contract, or agreement, other than in the ordinary course of business consistent with past practice; (m) waive, release, grant, or transfer any rights of value, other than in the ordinary course of business consistent with past practice; (n) lay off any of its employees other than in the ordinary course of business; (o) change any of the accounting principles or practices used by it, except for any change, notice of which has been given in writing by the Company to Buyer; (p) take any action alone which would or in concert with might make any other person to acquire or change the control of the representations or warranties of Sellers or the Company or, directly contained in this Agreement untrue or indirectly, participate inaccurate as of any time from the date of this Agreement to the Closing or would or might result in any group seeking to obtain or take control of the Companyconditions set forth in this Agreement not being satisfied; or (fq) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection 5.2.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from Section 6.1, and except as set forth in Schedule 6.2, during the period between the date of this Agreement or hereof and the Closing, Sellers shall not (bto the extent it affects the Acquired Companies) two years after and shall not permit any Acquired Company (other than the termination of the Venture AgreementRelated Companies), except as permitted pursuant and shall use commercially reasonable efforts to Section 5 hereofnot permit any Related Company, Buyer, in each case without the prior written consent of the Company's Board of Directors will notBuyer, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934which consent shall not be unreasonably withheld, as amended (the "Exchange Act")) of Buyer delayed, or conditioned, to: (a) acquire (amend its charter or bylaws or other than through stock splits governing instruments or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")organizational documents; (b) directly (i) issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other personsecurities or equity equivalents; or (ii) amend any of the terms of any such securities outstanding as of the date hereof; (c) (i) split, solicit proxies combine, or reclassify any shares of its capital stock or other equity interests; (ii) except for the dividends required or permitted by Section 6.1(z) and Section 6.3(c), declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) except for the Note Redemption or the Consent Solicitation, repurchase, redeem or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of any Acquired Company; (d) except for any indebtedness of Jxxxxxx Pipeline incurred in the ordinary course of business consistent with past practice and except for Replacement Debt, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person or make any loans, advances, or capital contributions to, or investments in, any other Person; (i) except as may be required by Applicable Law, enter into, adopt or make any material amendments to or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, collective bargaining agreement or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee; (ii) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Acquired Companies, taken as a whole, increase the benefits or compensation to any director or employee of the Acquired Companies; (iii) increase the benefits or compensation with respect to Voting Securities under an officer of the Acquired Companies; (iv) pay to any circumstancedirector, officer or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (v) terminate without cause or transfer any Employee or hire any person on behalf of the Acquired Companies, except individuals that as of the date hereof are either being interviewed or with respect to whom an offer of employment is pending; (vi) terminate without cause or transfer any Selected Employee; or become (vii) terminate without cause or transfer any Listed Employee prior to January 31, 2007; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice, or any assets that, individually or in the aggregate, have a "participant" value of more than $5,000,000; (g) acquire (by merger, consolidation, or acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization or division thereof; (h) make any capital expenditure or expenditures in excess of the amounts set forth in the capital expenditures budget set forth as Schedule 6.2(h), other than reasonable expenditures in excess thereof made by any Acquired Company in connection with any emergency or other force majeure events affecting such Acquired Company; (i) pay, discharge, or satisfy any material claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction of Excluded Liabilities on or prior to the Effective Date or payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected in the Pro Forma Combined Financial Statements or incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; and (j) amend, modify, or change in any "election contest" relating material respect any Scheduled Contract, or enter into any new agreement or contract that would constitute a Scheduled Contract, except as required by Section 6.1(x) and (y) or to the election of directors extent Sellers reasonably believe that the Acquired Companies are required to amend, modify, or change any Scheduled Contract, or enter into any new agreement or contract that would constitute a Scheduled Contract, in each case in order to comply with obligations under such Scheduled Contracts existing as of the Company date hereof or to comply with Applicable Laws, including a regulation of or tariff filed with FERC or the MPSC; (k) change in any material respect any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in U.S. GAAP (it being understood that any such change in U.S. GAAP shall be ignored for purposes of calculating the Adjusted Working Capital as of the Effective Date); (l) other than filings related to the capital expenditures listed on Schedule 6.2(h), make any material filings or submit any material document or material information to FERC, the MPSC, or any other permitting or regulatory agency; (m) deposit into the El Paso Cash Pool Program any amount of cash or cash equivalents constituting the proceeds of insurance received or receivable by any of the Acquired Companies, to the extent same would be deducted from the calculation of Adjusted Working Capital under clause (6) of the second sentence of Section 2.5(f) if Adjusted Working Capital was being calculated as of the date of such terms are used in Rule 14a-11 determination; or (n) commit or otherwise agree to do any of Regulation 14A under the Exchange Act)foregoing; provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently nothing contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities this Agreement shall give to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company orBuyer, directly or indirectly, participate in any group seeking rights to obtain control or take control direct the operations of the Company; or (f) sellAcquired Companies prior to Closing. Prior to Closing, transferthe Acquired Companies shall exercise, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of consistent with the Buyer, provided that the transferee agrees to be bound by all the provisions terms and conditions of this Agreement, or (iii) pursuant to a public offering complete control and supervision of the Shares registered under the Securities Acttheir operations.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from Section 6.1, and except as set forth in Schedule 6.2, as required under the date of Credit Agreement, as required by Applicable Law or as otherwise expressly provided in this Agreement or (b) two years after including the termination of actions contemplated by Section 7.6 and in the Venture AgreementRecitals), except as permitted pursuant prior to Section 5 hereofthe Closing, Buyerneither XO nor any Subsidiary shall and XO shall not permit any Subsidiary, without the prior written consent of the Company's Board of Directors will notBuyer (which consent shall not be unreasonably withheld, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934conditioned or delayed), as amended (the "Exchange Act")) of Buyer to: (a) acquire (amend its charter or bylaws or other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")governing instruments; (b) directly (i) issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise, except in the ordinary course of business) any shares of its capital stock of any class or any other personsecurities or equity equivalents; or (ii) amend in any material respect any of the terms of any such securities outstanding as of the date hereof, solicit proxies it being understood, however, that issuance of shares of capital stock described in (i) above upon the exercise of existing options or warrants listed in Schedule 4.1 shall not be restricted by this provision; (i) split, combine or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary, it being understood, however, that the provisions set forth in (i) - (iii) above shall not apply to any actions taken by the Company with respect to Voting Securities under its stock plans set forth in Schedule 4.14(a) as a result of the Restructuring Merger; (d) except in the ordinary course of business consistent with past practice, (i) create, incur, guarantee or assume any circumstance; indebtedness for borrowed money or otherwise become a "participant" in liable or responsible for the obligations of any "election contest" relating to the election other Person, except for obligations of directors wholly owned subsidiaries or of the Company or any Subsidiary; (ii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to wholly owned subsidiaries or to the Company or any Subsidiary and customary loans or advances to employees in amounts not material to the maker of such loan or advance); or (iii) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Encumbrance thereupon other than Permitted Encumbrances; (i) except as such terms are used in Rule 14a-11 may be required by Applicable Law or as a result of Regulation 14A under the Exchange Act)actions contemplated by Section 7.6, or except to the extent consistent with amendments or modifications made to similar plans or arrangements of Seller or its corporate parents, enter into, adopt or make any material amendments to or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee; provided, however, that the foregoing shall Seller, the Company or any Subsidiary may make such adjustments or amendments to such plans, funds or arrangements as the Seller deems necessary or appropriate to comply with Section 409A of the Code or ensure that the amounts payable to any such plans, funds or arrangements are not prohibit Buyer from soliciting proxies for subject to the purpose income inclusion requirements and penalty tax imposed under Section 409A(a)1) of opposing the Code or (ii) pay to any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit director, officer or employee any Voting Securities in a voting benefit not permitted by any employee benefit agreement, trust, plan, fund, or subject any Voting Securities to a voting or similar agreementother arrangement as in effect on the date hereof; (df) directly acquire, sell, lease, transfer or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company orotherwise dispose of, directly or indirectly, participate any assets outside the ordinary course of business consistent with past practice or any assets that in the aggregate are material to the Company and the Subsidiaries, considered as a whole; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (h) make any capital expenditure or expenditures in excess of the aggregate amount set forth in the capital expenditures budget set forth as Schedule 6.2(h) (it being understood that Seller may revise the line items but not the total amount of capital expenditures on Schedule 6.2(h) prior to the Closing), and reasonable expenditures in excess thereof made by the Company or any Subsidiary in connection with any emergency or other force majeure events affecting the Company or such Subsidiary; (i) pay, discharge, or satisfy any claims, liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, and whether asserted or unasserted), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements included in the Disclosure Documents filed prior to the date hereof or incurred since June 30, 2005 in the ordinary course of business consistent with past practice and in connection with any Proceeding; (j) except as may be required under Section 3.2(b), amend, modify, or change any Commitment in a manner which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (k) except as set forth in Schedule 6.2(k), change in any group seeking to obtain or take control material respect any of the Companyaccounting principles or practices used by it, except for any change required by reason of a concurrent change in GAAP; or (fl) sellenter into a contract, transfer, pledge agreement or otherwise dispose of or encumber undertaking to do any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreementforegoing, or (iii) pursuant authorize or announce any intention to a public offering do any of the Shares registered under the Securities Actforegoing.

Restrictions on Certain Actions. During the earlier of (a) five years from the date of this Agreement or (b) two years after the termination of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without Without the prior consent of the majority of the members of the Board of Directors, Zions and its Affiliates shall not: prior to the first (1st) anniversary of the date of this Agreement, acquire or offer to acquire or agree to acquire from any Person, directly or indirectly, by purchase or otherwise (except in connection with (i) a stock split, reverse split or other reclassification or reorganization affecting the Company's ’s Common Stock generally or (ii) a stock dividend or other pro rata distribution by the Company to holders of its outstanding Common Stock) any Common Stock or shares of capital stock exchangeable or convertible into Common Stock or any assets of the Company; or prior to the first (1st) anniversary of the date of this Agreement, initiate, propose or otherwise cause a special meeting of the stockholders of the Company to elect directors of the Company; or prior to the first (1st) anniversary of the date of this Agreement, deposit any Common Stock into a voting trust, or, other than as contemplated by this Agreement, subject any Common Stock to any agreement or arrangement with respect to the voting of any Common Stock; or prior to the first (1st) anniversary of the date of this Agreement, other than with respect to the Investor Director, (i) seek, encourage or support, either alone or in connection with others, the election of members to the Board of Directors will notexcept as nominated by the Board’s Nominating Committee or (ii) seek the removal of any member of the Board of Directors; or prior to the first (1st) anniversary of the date of this Agreement, nor will it permit any affiliate request the Company (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934or its directors, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits officers, employees or stock dividendsagents), directly or indirectly indirectly, to amend, waive or modify any provision of this Section 4; or prior to the first (1st) anniversary of the date of this Agreement, make, or in conjunction with or through any other personway participate in, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through indirectly, any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election “solicitation” of directors of the Company “proxies” (as such terms are used in Rule 14a-11 the rules of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (cSEC) deposit any Voting Securities in a voting trustto vote, or subject any Voting Securities seek to a voting advise or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with influence any person or entity relating with respect to the Company; (e) take voting of, any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control voting securities of the Company; or or prior to the first (f1st) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate anniversary of the Buyer, provided that the transferee agrees to be bound by all the provisions date of this Agreement, make any public announcement with respect to, or publicly submit a proposal for or offer of (iiiwith or without conditions), any extraordinary transaction involving the Company or its securities or assets; or prior to the first (1st) pursuant to a public offering anniversary of the Shares registered under date of this Agreement, form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act) in connection with any of the foregoing.

Restrictions on Certain Actions. During the earlier Each of (a) five years from BCBSUW and Cobalt hereby agree, beginning on the date hereof and ending on the date which is ten (10) days prior to the last date upon which shareholder proposals for action at the 2004 annual meeting of this Agreement or (b) two years after the termination shareholders of AMS may be submitted pursuant to Rule 14a-8 of the Venture AgreementExchange Act (or the bylaws of AMS, except if earlier), not to, and to cause their respective Affiliates under the control of Cobalt, Associates, directors, officers, employees, and, on its behalf, representatives, agents and advisors (collectively, the "Cobalt Group Representatives") not to take, whether individually or as permitted pursuant to part of any "group" (within the meaning of Section 5 hereof, Buyer, without the prior consent 13(d)(3) of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) ), directly or indirectly, any of Buyer tothe following actions: (a) acquire (i) make any publicly disclosed proposal, announcement, statement, communication or disclosure regarding the Amendment, the Withdrawal Letter, the Rights Agreement, or other shareholder rights plans or share purchase rights plans relating to AMS or this Agreement (other than through stock splits or stock dividendsan amended filing to its Schedule 13D containing the disclosure set forth in Exhibit C hereto), directly or indirectly (ii) make any proposal, statement, communication or disclosure regarding any of the foregoing in conjunction with or through a manner that would require any other personpublic disclosure by AMS, by purchase or otherwiseBCBSUW, beneficial ownership of any additional shares of Common Stock Cobalt or any other securities Person, or (iii) without limiting clauses (i) or (ii) of this Section 3(a), initiate any discussion or comment with or to any Person (other than AMS) regarding any of the Company entitled to vote generally for the election of directors ("Voting Securities")foregoing; (b) submit a proposal under Rule 14a-8 of the Exchange Act or otherwise relating in any way to the Rights Agreement or other shareholder rights plans or share purchase rights plans relating to AMS for consideration or action at AMS's 2002 or 2003 annual meetings of shareholders, or at any other meeting of shareholders or action by consent prior to December 31, 2003; or (c) make, or in any way participate, directly or indirectly indirectly, in any "solicitation" (as such term is used in the proxy rules of the Securities and Exchange Commission as in effect on the date hereof) of proxies or through consents, seek to advise, encourage or influence any other person, solicit proxies Person with respect to the voting of any Voting Securities under any circumstance; Securities, initiate, propose or become a otherwise "participantsolicit" in any "election contest" relating to the election of directors of the Company (as such terms are term is used in the proxy rules of the Securities and Exchange Commission as in effect on the date hereof) shareholders of AMS for the approval of shareholder proposals, whether made pursuant to Rule 14a-11 14a-8 of Regulation 14A under the Exchange Act)Act or otherwise, or induce or attempt to induce any other Person to initiate any such shareholder proposal or publicly comment on any such shareholder proposal of any other Person, in each case with respect to the Amendment, the Withdrawal Letter, the Rights Agreement, or other shareholder rights plans or share purchase rights plans relating to AMS or this Agreement; (d) have any discussion with, or make any comment to, any Person where there is a substantial probability that such discussion or comment will be publicly disclosed; provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval 30 days following public announcement of the Companysubject of this agreement Cobalt Group may make public comments to questions from media and analysts confined to factual responses concerning the Rights Agreement Amendment and the Cobalt Group's withdrawal of the Proposal, and thereafter will confine its comments to (i) references to earlier comments; (ii) intentions with respect to voting shares of AMS held by the Cobalt Group; and (iii) comments concerning the Cobalt Group's position as to shareholder rights plans generally, with no specific reference to AMS or engage in any proxy solicitation with any person the Rights Agreement other than as specifically permitted under 3(d)(i) or entity relating to the Company3(d)(ii), above; (e) take have any action alone discussions or communications, or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist, encourage or act in concert with with, any other person to acquire Person in furtherance of any of the foregoing; provided, however, that (A) if AMS withdraws or modifies the Amendment, or amends the Rights Agreement or substitutes a new shareholder rights plan in its place, in a manner that would change the control effect of the Company orAmendment on the Rights Agreement, directly or indirectlythe obligations of BCBSUW, participate Cobalt and the Cobalt Group Representatives pursuant to this Section 3 shall cease immediately; (B) nothing in any group seeking to obtain or take control of the Company; or (f) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except this Section 3 shall (i) as set forth restrict the manner in Section 7 hereofwhich BCBSUW, Cobalt or the Cobalt Group Representatives may vote shares of AMS in any meeting of shareholders, (ii) prohibit BCBSUW, Cobalt or the Cobalt Group Representatives from a disclosure limited solely to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreementhow it will vote such shares (without any further comment thereon), or (iii) pursuant prohibit any Cobalt Group Representative that is a member of the AMS Board of Directors from commenting in any meeting of such Board or voting on any matter placed before the Board as such director believes is appropriate; and (C) nothing in this Section 3 shall prohibit BCBSUW, Cobalt or the Cobalt Group Representatives from responding factually to questions from (i) Cobalt's shareholders (so long as such responses are not publicly made or made in a manner where there is a substantial probability that such comments would result in public disclosure by any Person), (ii) a potential acquiror of all or substantially all of the capital stock of BCBSUW or Cobalt (which acquiror shall be subject to a customary confidentiality agreement with BCBSUW or Cobalt, respectively and so long as such responses are not publicly made or made in a manner where there is a substantial probability that such comments would result in public offering disclosure by any Person), (iii) applicable regulators; or (iv) a stock exchange, in each case directly relating the Amendment, the Withdrawal Letter or this Agreement, or making such public statements as are required, in the opinion of their respective counsel, by the rules and regulations of the Shares registered under Securities and Exchange Commission (including the Securities Exchange Act), the New York Stock Wisconsin.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from the date of foregoing, and except as otherwise expressly provided in this Agreement and the transactions contemplated herein, prior to the Effective Time, neither Whittier, on the one hand, nor Olympic or (b) two years after Newco on the termination other shall, or cause any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyertheir respective Subsidiaries to, without the prior written consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer toother party or parties: (a) acquire (other than through stock splits amend its charter or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")bylaws; (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Company; or (f) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents other than the issuance of Common Stock upon the exercise of Options outstanding on the date hereof in Section 7 hereof, accordance with their present terms; (ii) issue or grant any warrants, commitments, subscriptions, rights to an affiliate of the Buyerpurchase, provided that the transferee agrees to be bound by all the provisions of this Agreement, or any other derivative securities; or (iii) pursuant to a public offering amend in any material respect any of the Shares registered under terms of any such securities outstanding as of the Securities Act.date hereof; (i) split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem, or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of itself; (i) except in the ordinary course of business consistent with past practice, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other person; (ii) make any loans, advances, or capital contributions to, or investments in, any other person (other than to wholly owned subsidiaries and customary loans or advances to employees in amounts not material to the maker of such loan or advance); (iii) pledge or otherwise encumber shares of its capital stock; or

Restrictions on Certain Actions. During Without limiting the earlier generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, neither the Company nor the Company Subsidiaries, on the one hand, nor Bionova Mexico, Bionova U.S., Sub or the Bionova Group, on the other hand, shall, without the prior written consent of Bionova U.S. in the case of the Company and the Company Subsidiaries, and the Company in the case of Bionova Mexico, Bionova U.S., Sub and the Bionova Group, take any of the following actions, except the actions set forth on Schedule 6.2A (in the case of the Company and the Company Subsidiaries) and Schedule 6.2B (in the case of Bionova Mexico, Bionova U.S., Sub or the Bionova Group), which are actions for which each party hereto hereby gives its consent: (a) five years amend its charter or bylaws or other governing instruments in effect on the date of this Agreement; (i) issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend in any respect any of the terms of any such securities outstanding as of the date hereof; (i) split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem, or otherwise acquire any of its securities or any securities of any Subsidiary except pursuant to contractual arrangements in effect on the date hereof which have been disclosed to Bionova U.S.; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization; (d) (i) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other person except for obligations of majority owned subsidiaries; (ii) make any loans, advances, or capital contributions to, or investments in, any other person (other than to majority owned subsidiaries and customary loans or advances to employees in amounts not material to the maker of such loan or advance); (iii) pledge or otherwise encumber shares of capital stock; or (iv) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material lien thereupon; (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) increase in any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice or any amount of assets that in the aggregate is material to its business; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) make any capital expenditure or expenditures which in the aggregate are in excess of $1,000,000; (i) amend any Tax Return or make any Tax election or settle or compromise any material federal, state, local, or foreign Tax controversy; (j) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in its financial statements or incurred since September 30, 1995 in the ordinary course of business consistent with past practice; (k) enter into any lease, contract, agreement, commitment, arrangement, or transaction outside the ordinary course of business consistent with past practice; (l) amend, modify, or change in any material respect any existing lease, contract, or agreement, other than in the ordinary course of business consistent with past practice; (m) waive, release, grant, or transfer any rights of value, other than in the ordinary course of business consistent with past practice; (n) change any of its banking or safe deposit arrangements; (o) change any of the accounting principles or practices used by it; (p) take any action which would or likely might make any of its representations or warranties contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or (b) two years after the termination would or might likely result in any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined conditions set forth in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")this Agreement not being satisfied; (bq) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (except as such terms are used in Rule 14a-11 of Regulation 14A specifically permitted under the Exchange Act); providedSole Patent License, howeverseparately license, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose sell or otherwise dispose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trustpatents, or subject any Voting Securities to a voting technology, intellectual property or similar agreement; (d) directly or indirectly or through or in conjunction with items to any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Companythird parties; or (fr) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection.

Restrictions on Certain Actions. During the earlier of (a) five years from the date of Except as otherwise expressly provided in this Agreement or (b) two years after the termination of the Venture Agreement, except as permitted pursuant prior to Section 5 hereofthe Closing Date, Buyerthe Company shall not, without the prior written consent of the Company's Board of Directors will notParent and Sub, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer towhich consent shall not be unreasonably withheld: (a) acquire (other than through stock splits Amend its Articles of Organization or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)Regulations; provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies Company may amend its Regulations to clarify that the Company has elected to be taxed as a corporation and to make any conforming changes necessitated thereby; (b) Issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Membership Interests or any other securities or equity equivalents, or amend in any respect any of the terms of any such securities outstanding as of the date hereof; (i) Split, combine or reclassify any of its equity securities, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, equity interests or property or any combination thereof) in respect of its Membership Interests, or make any other distribution to the Members, (iii) repurchase, redeem or otherwise acquire any of its securities or (iv) adopt a plan of complete or partial liquidation or resolutions providing for the purpose or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly (i) Create, incur, guarantee or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other personPerson; provided, engage however, the Company may increase its current bank line of credit to an amount not to exceed $200,000 and to use the proceeds from such line of credit in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval Ordinary Course of Business of the Company, (ii) make any loans, advances or engage capital contributions to, or investments in, any other person (other than customary loans or advances to employees in any proxy solicitation with any person or entity relating amounts not material to the maker of such loan or advance and other than accounts receivable), (iii) pledge or otherwise encumber any equity securities of the Company or (iv) except in the Ordinary Course of Business or in connection with an increase in the Company's bank line of credit as stated above, mortgage or pledge any of its material assets, tangible or intangible, or create any material lien thereupon; (ei) take Enter into, adopt or (except as may be required by law) amend or terminate any action alone bonus, profit sharing, compensation, severance, termination, equity appreciation right, performance unit, equity equivalent, equity interest purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any manager, officer or employee, (ii) increase in concert with any manner the compensation or fringe benefits of any manager, officer or employee (other person than pursuant to acquire the employment agreement of Schnxxxxx) xx (iii) pay to any manager, officer or change employee any benefit not required by any employee benefit agreement, trust, plan, fund or other arrangement as in effect on the control of the Company ordate hereof; (f) Acquire, sell, lease, transfer or otherwise dispose of, directly or indirectly, participate any assets outside the Ordinary Course of Business that in the aggregate are material to the Company considered as a whole; (g) Acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (h) Make any capital expenditure or expenditures which, individually, is in excess of $100,000 or, in the aggregate, are in excess of $100,000; (i) Except as described in the Company Disclosure Schedule, make any tax election or settle or compromise any federal, state, local or foreign income tax liability material to the Company considered as a whole; (j) Change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in generally accepted accounting principles; (k) Take any action which would make any of the representations or warranties of the Company contained in this Agreement untrue or inaccurate in any group seeking material respect as of any time from the date of this Agreement to obtain the Closing or take control would or might result in any of the Companyconditions set forth in this Agreement not being satisfied; or (fl) sellAuthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection 4.2.

Restrictions on Certain Actions. During Without limiting the generality of Section 6.4, and except (A) as otherwise contemplated by this Agreement (including as described on Schedule 6.5) or (B) as required by applicable Law, between the Execution Date and the earlier of (a) five years from the date Closing Date and the termination of this Agreement or (b) two years after in accordance with Section 9.1, Seller will cause the termination of Acquired Company and the Venture Agreement, except as permitted pursuant to Section 5 hereof, BuyerAcquired Subsidiaries not to, without the prior written consent of Purchaser take, consent to or allow any of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer tofollowing actions: (a) acquire (other than through stock splits issue or stock dividends), directly or indirectly or sell any Equity Securities in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock the Acquired Company or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")Acquired Subsidiary; (b) sell, lease, transfer, or otherwise dispose of, directly or indirectly indirectly, any assets of the Acquired Company or through any Acquired Subsidiary, except for (i) sales to Persons other than Seller or its Affiliates of inventory and excess or obsolete assets in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the Business and (ii) sales of any other person, solicit proxies with respect to Voting Securities under assets of the Acquired Company or any circumstance; or become a "participant" in any "election contest" relating Acquired Subsidiary not material to the election of directors operation of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, Business or that the foregoing shall do not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.aggregate exceed $500,000; (c) deposit any Voting Securities in adopt a voting trustplan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or subject other reorganization of the Acquired Company or any Voting Securities to a voting or similar agreementAcquired Subsidiary; (d) directly (i) create, incur, guarantee, or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other personPerson; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person Person; (iii) pledge or entity without otherwise encumber the prior written approval Membership Interests or the Subsidiary Membership Interests; or (iv) mortgage or pledge any of the Companytheir respective assets, tangible or intangible, or engage in create or suffer to exist any proxy solicitation with any person or entity relating to the CompanyLien thereupon (other than Permitted Liens); (e) take other than in the ordinary course of business or pursuant to the terms of any action alone Employee Plan as in effect as of the date hereof or except as would not result in concert with any other person liability or cost to acquire Purchaser (or change the control its Affiliates including members of the Company orGroup), (i) enter into, adopt, materially amend or terminate any Employee Plan; (ii) materially increase the compensation or fringe benefits of any Business Employee (other than in connection with new hires or promotions); (iii) pay to any Business Employee any severance, bonus, incentive compensation or any other material benefit; or (iv) hire or terminate (except for cause) the employment of any Business Employee with annual compensation in excess of $200,000; (f) enter into any retention agreement, bonus arrangement or similar Contract with (i) any employee of any member of the Company Group or (ii) to the extent not a Person contemplated by the preceding clause (i), any Transfer Employee; (g) acquire, purchase or lease, directly or indirectly, participate any assets for the Acquired Company or any Acquired Subsidiary, except for (i) acquiring or purchasing assets in the ordinary course of business, or (ii) acquiring assets, the value of which does not in the aggregate exceed $500,000; (h) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any group seeking to obtain corporation, partnership, or take control other business organization or division thereof; (i) amend the Governing Documents of the CompanyAcquired Company or any Acquired Subsidiary; (j) amend, modify, waive any material right or obligation under or transfer any material rights under any Company Contract; or (fk) sell, transfer, pledge or otherwise dispose of or encumber any Voting Securities except (i) as set forth in Section 7 hereofmake, change or revoke any material Tax election, settle or compromise any material Tax claim or material liability or enter into a settlement or compromise with respect to a material amount of Tax if such election, settlement, or compromise would have an adverse effect on the Purchaser, or change (or make a request to any Taxing Authority to change) its method of accounting for Tax purposes if such change could directly or indirectly affect Purchaser, or (ii) prepare or file any Tax Return (or any amendment, modification or supplement thereof) unless such Tax Return shall have been prepared in a manner consistent with past practice or Seller has provided Purchaser a copy thereof (together with supporting papers) at least three (3) Business Days prior to an affiliate the due date thereof for Purchaser to review and approve (such approval not to be unreasonably conditioned, withheld or delayed); (l) declare, set aside, make or pay any dividend or other distribution in respect of the BuyerEquity Securities of the Acquired Company or any Acquired Subsidiary or repurchase, provided redeem or otherwise acquire any outstanding Equity Securities of the Acquired Company or any Acquired Subsidiary; (m) enter into any Contract that restrains, restricts, limits or impedes the transferee agrees ability of the Acquired Company or any Acquired Subsidiary, to be bound by all compete with any Person, to conduct any business or line of business in any geographic area or to solicit the provisions employment of this Agreementor hire any Person; (n) terminate, amend, or waive any rights under, any Company Contract or enter into a Contract that would if entered into prior to the date hereof, be a Company Contract; (iiio) pursuant enter into any commitment for capital expenditures in excess of $250,000 for any individual commitment and $500,000 for all commitments in the aggregate; or (p) agree in writing or otherwise to a public offering take any of the Shares registered under actions described in this Section 6.5. In the Securities Actevent of an emergency, Seller or the Acquired Company may take such action or actions that are required in its discretion to preserve the Business and shall notify Purchaser of such action promptly thereafter.

Restrictions on Certain Actions. During OF THE LP, THE LLC AND THE CONTRIBUTED SUBS. Without limiting the earlier generality of Section 5.1, except as listed in Section 5.1 of the Disclosure Letters and except as otherwise expressly contemplated by this Agreement (including Sections 2.1, 2.2 and 2.3), the Stock Purchase Agreement, the Subscription Agreement and the Formation Agreement, from and after the date hereof and until the Closing Date, none of the LLC, the LP or any Contributed Sub, without the approval of Heritage OLP, shall, with respect to the Contributed Subs, the Transferred Assets or the Business of the U.S. Propane Parties, or shall cause or permit any of the Contributed Subs to: (a) five years make any expenditures outside the ordinary course of business consistent with past practice which, individually or in the aggregate, exceed $100,000; (b) make any material change in the ongoing operations of the Transferred Assets or Business; (c) create, incur, guarantee or assume any indebtedness for borrowed money outside the ordinary course business; (d) mortgage or pledge any of the Transferred Assets or Contributed Interests or create or suffer to exist any Encumbrance thereupon, other than Permitted Encumbrances; (e) sell, lease, transfer or otherwise dispose of, directly or indirectly, any of the Transferred Assets, except in the ordinary course of business consistent with past practice, or sell, lease, transfer, or otherwise dispose of any fixed assets, whether or not in the ordinary course of business, which have a value, individually or in the aggregate, in excess of $100,000; (f) enter into any lease, contract, agreement, commitment, arrangement or transaction relating to the Transferred Assets other than in the ordinary course of business; (g) amend, modify or change any existing lease or Contract relating to the Transferred Assets, other than in the ordinary course of the business consistent with past practice; (h) waive, release, grant or transfer any rights of value relating to the Transferred Assets, Contributed Interests or Business, other than in the ordinary course of the business consistent with past practice; CONTRIBUTION AGREEMENT EXECUTION COPY DATED JUNE 15, 2000 43 (i) except in the ordinary course of business, hire any new employees or recall any laid-off employees; (j) delay payment of any account payable or other liability relating to the Transferred Assets or Business beyond the later of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice, unless such delay is due to a good faith dispute as to liability or amount; (k) permit any current insurance or reinsurance or continuation coverage to lapse if such policy insures risks, contingencies or liabilities (including product liability) related to the Transferred Assets or Business; (l) except as set forth in this Section 5.2, take any action which would make any of the representations or warranties of the LP untrue as of any time from the date of this Agreement or (b) two years after to the termination date of the Venture AgreementClosing, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent or would result in any of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined conditions set forth in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")this Agreement not being satisfied; (bm) directly authorize or indirectly propose, or through agree in writing or otherwise take, any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used actions described in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreementthis Section 5.2; (dn) directly merge into or indirectly with or through or in conjunction consolidate with any other person, engage in a tender corporation or exchange offer for the Company's Voting Securities made by any other person acquire all or entity without the prior written approval substantially all of the Company, business or engage in assets of any proxy solicitation with any person corporation or entity relating to the Companyother Person; (eo) purchase any securities of any corporation or other Person; (p) take any action alone or enter into any commitment with respect to or in concert with contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of the Business; (q) create any employee benefit plans (within the meaning of Section 3(3) of ERISA) or any other person employee benefit plan or program not subject to acquire ERISA, except as required by law; (r) enter into or change take any action in connection with hedgxx, xxades or swaps of any commodity, except to the control extent consistent with the provisions of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the CompanyHedging Policy; or (fs) sell, transfer, pledge or otherwise dispose take any actions prohibited on the part of or encumber any Voting Securities except (i) as set forth in a Contributed Sub by Section 7 hereof, (ii) to an affiliate 5.2 of the Buyer, provided that Formation Agreement (and the transferee agrees to be bound by all LP will not waive any such restrictions without the provisions approval of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActHeritage OLP).

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years the foregoing, except as otherwise expressly provided in this Agreement, as required by the Governing Documents of each Company and Centrahoma JV, or as described in Section 8.6 of the Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, the Companies have not taken and shall not take, consent to or (b) two years after the termination allow, nor shall Seller cause or allow a Company or cause Centrahoma JV to take or consent to, any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyerfollowing actions, without the prior written consent of the Company's Board of Directors will notBuyer (which consent shall not be unreasonably withheld, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to:conditioned or delayed): (a) acquire (other than through stock splits amend the applicable Governing Documents of a Company or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")Centrahoma JV; (b) directly issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any membership interests of any class or any other person, solicit proxies with respect to Voting Securities under any circumstance; securities or become equity equivalents in a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.or Centrahoma JV; (c) deposit any Voting Securities in a voting trust(i) declare, set aside, or subject pay any Voting Securities to dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its membership interests; (ii) repurchase, redeem, or otherwise acquire any of its securities; or (iii) adopt a voting plan of complete or similar agreementpartial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization or winding up of a Company or Centrahoma JV; (d) directly (i) except for loans under the Credit Facility and intercompany loans from or indirectly to any Company, Centrahoma JV or through their Affiliates in the ordinary course of business that will be eliminated at or prior to Closing, and except for accounts receivable and accounts payable that arise in conjunction with the ordinary course of business, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other personPerson; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person Person; (iii) pledge or entity without the prior written approval otherwise encumber shares of the Companymembership interests of a Company or Centrahoma JV; or (iv) mortgage or pledge any of its assets, tangible or intangible, or engage create or suffer to exist any Lien thereupon (except (A) for customary Liens contained in any proxy solicitation or arising under agreements binding on a Company or Centrahoma JV with any person respect to amounts not yet due or entity relating to the Companynot yet delinquent or (B) for Permitted Liens); (e) take any action alone except in connection with the releases contemplated by Section 8.8, in accordance with Applicable Laws, or in concert the ordinary course of business, (i) enter into or adopt any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit plan, program, policy or agreement; (ii) increase the compensation or fringe benefits of any manager or officer of a Company or Centrahoma JV; (iii) pay to any manager or officer of a Company or Centrahoma JV any benefit not required by any employee benefit plan, program, policy or agreement as in effect on the date hereof; or (iv) hire any individual as an employee or contract with any other person to acquire service providers for a term of more than thirty (30) days; (f) acquire, sell, lease, transfer, or change the control of the Company orotherwise dispose of, directly or indirectly, participate in any group seeking to obtain assets of a Company or take control of the Company; or (f) sellCentrahoma JV, transfer, pledge or otherwise dispose of or encumber any Voting Securities except for (i) as set forth entering into right-of-way agreements, easements, or options in the ordinary course of business, and (ii) sales or exchanges of inventory and excess or obsolete assets in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or assets or normally consumed in the operation of such Company’s or Centrahoma JV’s business; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) except for any capital expenditures related to (i) the authorities for expenditure described in Section 7 hereof8.6(h) of the Disclosure Schedule (“AFEs”), (ii) to an affiliate the construction of pipeline or facilities associated therewith or the Buyerattainment of easements, provided that rights-of-way, or options in the transferee agrees to be bound by all the provisions ordinary course of this Agreementbusiness, or (iii) pursuant to a public offering an Emergency or Force Majeure, make any single capital expenditure which individually is in excess of Two Hundred and Fifty Thousand Dollars ($250,000); (i) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted) in excess of Two Hundred and Fifty Thousand Dollars ($250,000), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms and the payment of the Shares registered under Credit Facility or any fee to terminate the Securities ActCredit Facility; (j) enter into any lease, contract, agreement, commitment, arrangement, right-of-way, easement, option, or transaction outside the ordinary course of business consistent with past practice; (k) amend, modify, or change in any material respect any Contract; (l) change any of the accounting principles or practices used by a Company or Centrahoma JV, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by such Company or Centrahoma JV to Buyer or make, change or rescind any Tax election, surrender any right in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (m) authorize, or agree in writing or otherwise to take, any of the actions requiring the prior written consent of Buyer as described in this Section 8.6.

Restrictions on Certain Actions. During Except as otherwise expressly provided in this Agreement, prior to the earlier Closing Date, Seller shall not, without the prior written consent of Platinum and Buyer, which consent shall not be unreasonably withheld: (ai) five years Create, incur, guarantee or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances or capital contributions to, or investments in, any other person (other than customary loans or advances to employees in amounts not material to the maker of such loan or advance and other than accounts receivable); (iii) pledge or otherwise encumber any equity securities of Seller; or (iv) except in the Ordinary Course of Business or in connection with an increase in Seller’s bank line of credit as stated above, mortgage or pledge any of its material assets, tangible or intangible, or create any material lien thereupon; (ii) Acquire, sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets outside the Ordinary Course of Business that in the aggregate are material to Seller considered as a whole; (iii) Acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (iv) Make any capital expenditure or expenditures which, individually, is in excess of $100,000 or, in the aggregate, are in excess of $100,000 and which are not consistent with Seller’s current business plan; (v) Except as described in the Seller Disclosure Schedule, make any tax election or settle or compromise any federal, state, local or foreign income tax liability material to Seller considered as a whole; (vi) Change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in generally accepted accounting principles; (vii) Take any action which would make any of the representations or warranties of Seller contained in this Agreement untrue or inaccurate in any material respect as of any time from the date of this Agreement to the Closing or (b) two years after the termination would or might result in any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined conditions set forth in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")this Agreement not being satisfied; (bviii) directly Purchase or indirectly otherwise acquire, or through propose to purchase or otherwise acquire, any of its outstanding securities; (ix) Declare or pay any dividend or distribution on any shares of capital stock of Seller; (x) Make any acquisition of a material amount of assets or any disposition of a material amount of assets, or enter into a material contract or release or relinquish any material contract rights not in the ordinary course of business; (xi) Pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other personthan payment of interest on the indebtedness listed in Section 2.02 of the Seller Disclosure Statement or and the payment of ordinary trade payables in accordance with past practice; (xii) waive, solicit proxies release, grant or transfer any rights of value or modify or change in any material respect any existing material license, lease, Contract or other agreement or arrangement; (xiii) Take any action with respect to Voting Securities under the grant of any circumstance; severance or become a "participant" termination pay (otherwise than pursuant to written policies or consistent with written practices in any "election contest" relating effect prior to the election date hereof) or with respect to any increase of directors benefits payable under its written severance or termination pay practices in effect on the date hereof; (xiv) Pay any benefit not required by any existing Seller Benefit Plan; (xv) Propose or adopt any amendments to its Articles of Incorporation or Bylaws if the Company result of same would be a material detrimental to the Assets or the Business; (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); providedxvi) enter into any new employment agreement with any officer, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing director or employee or grant any material increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit compensation or benefits to any Voting Securities in a voting trustofficer, director or subject any Voting Securities to a voting or similar agreementemployee; (dxvii) directly Take any action to terminate any of its employee benefit plans if Platinum or indirectly or through or in conjunction with any other personBuyer, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating pursuant to the Company; (e) take terms of this Agreements, assuming any action alone or in concert obligations with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Companyrespect thereto; or (fxviii) sellAuthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection 5.01(b).

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years the foregoing, during the period from the date of this Agreement or (b) two years after Execution Date to the termination of Closing Date, the Venture AgreementCompany will not, except as permitted pursuant and the Members shall cause the Company to Section 5 hereof, Buyernot, without the prior written consent of the Company's Board of Directors will notBuyer, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934which consent shall not be unreasonably withheld, as amended (the "Exchange Act")) of Buyer todelayed or conditioned: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities amend the applicable Governing Documents of the Company entitled to vote generally for the election of directors ("Voting Securities")Company; (b) directly issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any membership interests of any class or any other personsecurities or equity equivalents in the Company or any phantom interest for which the value is derived therefrom; (c) (i) repurchase, solicit proxies with respect to Voting Securities under redeem, or otherwise acquire any circumstanceof Company’s securities; or become (ii) adopt a "participant" in any "election contest" relating to the election plan of directors complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization or winding up of the Company Company; (as such terms are used in Rule 14a-11 d) (i) make any loans, advances, or capital contributions to, or investments in, any other Person other than the Company; (ii) pledge or otherwise encumber Membership Interests; or (iii) mortgage or pledge any of Regulation 14A under the Exchange Act)its assets, tangible or intangible, or create or suffer to exist any Lien thereupon; provided, however, that the foregoing this Section 9.3(d) shall not prohibit Buyer the Company from soliciting proxies for satisfying its obligations under the purpose of opposing Contracts, including any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Companycredit obligations required under such Contracts; (e) take (i) enter into or adopt any action alone bonus, profit sharing, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation or severance plan, program, policy or agreement; (ii) increase the compensation or fringe benefits of any management-level employee or above; (iii) pay to any management-level employee or above any benefit not required by any employee benefit plan, program, policy or agreement as in concert effect on the Execution Date; or (iv) except in the Ordinary Course of Business consistent with past practice, increase the compensation or fringe benefits of any other person to acquire employees; (f) acquire, purchase or change the control of the Company orlease, directly or indirectly, participate any single asset for the Company, except for acquiring an asset that does not exceed $50,000; (g) sell, lease, transfer or otherwise dispose of, directly or indirectly, any assets of the Company, except for: (i) sales or exchanges of assets that are (A) worthless or obsolete or worn out in the Ordinary Course of Business, (B) no longer used or useful in the Ordinary Course of Business, (C) replaced by assets of equal of better suitability and value, and (ii) Inventory that is sold in the Ordinary Course of Business; (h) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (i) pay, discharge, or satisfy any single claim, liability, or obligation (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted) in excess of $25,000, other than the payment, discharge, or satisfaction in the Ordinary Course of Business consistent with past practice; (j) enter into any lease, contract, agreement, commitment, arrangement, right-of-way, easement, option, or transaction outside the Ordinary Course of Business consistent with past practice; (k) amend, modify, or change in any group seeking material respect any Contract; provided, however, that Buyer’s consent is not required if Company enters into any of the foregoing if such amendment, modification or change results in terms that are not less favorable to obtain the applicable Company than the base Contract; (l) make any settlement of or compromise any Tax liability, change any of the accounting principles or practices used by Company, except for any change required by reason of a concurrent change in GAAP and notice of which is given in writing by such Company to Buyer; adopt any new Tax method of accounting; change any Tax election or make any new Tax election; surrender any right to claim a refund of Taxes; or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (m) authorize or propose, or agree in writing or otherwise to take, any of the actions requiring the prior written consent of Buyer as described in this Section 9.3; (n) (i) enter into, adopt or amend any collective bargaining agreement, Employee Benefit Plan, or other Contracts with any employee, officer, consultant or director of the Company or individual; (ii) take control any action to forgive any loan to any current or former employee, officer, director or consultant of the Company; (iii) take any action to accelerate the vesting, time of payment or funding of any compensation or benefit due to any employee, officer, consultant or director of the Company; (iv) transfer or terminate the employment of any Company employee unless for cause and consistent with past practice; or (v) increase the salary, bonuses or other compensation paid or potentially payable to any Company employee; or (fo) sell, transfer, pledge enter into any transactions or otherwise dispose take any actions outside the Ordinary Course of or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActBusiness.

Restrictions on Certain Actions. During Without limiting the earlier generality of (a) five years from Section 6.1, and except as set forth in Schedule 6.2, as required under the date of Credit Agreement, as required by Applicable Law or as otherwise expressly provided in this Agreement or (b) two years after including the termination of actions contemplated by Section 7.6 and in the Venture AgreementRecitals), except as permitted pursuant prior to Section 5 hereofthe Closing, Buyerneither XO nor any Subsidiary shall and XO shall not permit any Subsidiary, without the prior written consent of the Company's Board of Directors will notBuyer (which consent shall not be unreasonably withheld, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934conditioned or delayed), as amended (the "Exchange Act")) of Buyer to: (a) acquire (amend its charter or bylaws or other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")governing instruments; (b) directly (i) issue, sell, or indirectly deliver (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise, except in the ordinary course of business) any shares of its capital stock of any class or any other personsecurities or equity equivalents; or (ii) amend in any material respect any of the terms of any such securities outstanding as of the date hereof, solicit proxies it being understood, however, that issuance of shares of capital stock described in (i) above upon the exercise of existing options or warrants listed in Schedule 4.1 shall not be restricted by this provision; (c) (i) split, combine or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary, it being understood, however, that the provisions set forth in (i) — (iii) above shall not apply to any actions taken by the Company with respect to Voting Securities under its stock plans set forth in Schedule 4.14(a) as a result of the Restructuring Merger; (d) except in the ordinary course of business consistent with past practice, (i) create, incur, guarantee or assume any circumstance; indebtedness for borrowed money or otherwise become a "participant" in liable or responsible for the obligations of any "election contest" relating to the election other Person, except for obligations of directors wholly owned subsidiaries or of the Company or any Subsidiary; (ii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to wholly owned subsidiaries or to the Company or any Subsidiary and customary loans or advances to employees in amounts not material to the maker of such loan or advance); or (iii) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Encumbrance thereupon other than Permitted Encumbrances; (i) except as such terms are used in Rule 14a-11 may be required by Applicable Law or as a result of Regulation 14A under the Exchange Act)actions contemplated by Section 7.6, or except to the extent consistent with amendments or modifications made to similar plans or arrangements of Seller or its corporate parents, enter into, adopt or make any material amendments to or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee; provided, however, that the foregoing shall Seller, the Company or any Subsidiary may make such adjustments or amendments to such plans, funds or arrangements as the Seller deems necessary or appropriate to comply with Section 409A of the Code or ensure that the amounts payable to any such plans, funds or arrangements are not prohibit Buyer from soliciting proxies for subject to the purpose income inclusion requirements and penalty tax imposed under Section 409A(a)1) of opposing the Code or (ii) pay to any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit director, officer or employee any Voting Securities in a voting benefit not permitted by any employee benefit agreement, trust, plan, fund, or subject any Voting Securities to a voting or similar agreementother arrangement as in effect on the date hereof; (df) directly acquire, sell, lease, transfer or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company orotherwise dispose of, directly or indirectly, participate any assets outside the ordinary course of business consistent with past practice or any assets that in the aggregate are material to the Company and the Subsidiaries, considered as a whole; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (h) make any capital expenditure or expenditures in excess of the aggregate amount set forth in the capital expenditures budget set forth as Schedule 6.2(h) (it being understood that Seller may revise the line items but not the total amount of capital expenditures on Schedule 6.2(h) prior to the Closing), and reasonable expenditures in excess thereof made by the Company or any Subsidiary in connection with any emergency or other force majeure events affecting the Company or such Subsidiary; (i) pay, discharge, or satisfy any claims, liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, and whether asserted or unasserted), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements included in the Disclosure Documents filed prior to the date hereof or incurred since June 30, 2005 in the ordinary course of business consistent with past practice and in connection with any Proceeding; (j) except as may be required under Section 3.2(b), amend, modify, or change any Commitment in a manner which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (k) except as set forth in Schedule 6.2(k), change in any group seeking to obtain or take control material respect any of the Companyaccounting principles or practices used by it, except for any change required by reason of a concurrent change in GAAP; or (fl) sellenter into a contract, transfer, pledge agreement or otherwise dispose of or encumber undertaking to do any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreementforegoing, or (iii) pursuant authorize or announce any intention to a public offering do any of the Shares registered under the Securities Actforegoing.

Restrictions on Certain Actions. During Without limiting the earlier generality or effect of (a) five years from the date of this Agreement or (b) two years after the termination of the Venture AgreementSection 5.1, except as permitted pursuant described in Section 5.2 of the Disclosure Schedule, prior to Section 5 hereofthe Closing HPC and the Xxxxxx Companies will not, Buyerand HPC will cause each of its Subsidiaries and HPC Holdco not to, take any of the following actions without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer toParent: (a) acquire (other than through stock splits or stock dividends)except as herein contemplated, directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")amend its Governing Documents; (b) directly except as herein contemplated, issue, sell or indirectly deliver any Xxxx Securities or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation.Subsidiary Securities; (c) deposit (i) create, incur, guarantee or assume any Voting Securities indebtedness for borrowed money (other than borrowings under existing credit facilities in a voting trustthe ordinary course of business) or otherwise become liable or responsible for the obligations of any other Person, (ii) make any loans, advances or capital contributions to, or subject investments in, any Voting Securities other Person, (iii) pledge or otherwise encumber shares of capital stock or other equity securities of HPC, HHEC or HHPC, (iv) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any Lien thereupon (except for customary Liens contained in or arising under joint operating (or similar) agreements binding on HPC, HHEC, HHPC or a voting Subsidiary of HPC with respect to amounts not yet due or similar agreementnot yet delinquent and except for statutory Liens for amounts not yet due or not yet delinquent), or (v) declare, set aside or pay any dividend or make any other distribution to stockholders; (di) directly except as may be required by applicable Law or indirectly the terms of the applicable Employee Benefit Plan, amend in any material respect or through terminate any Employee Benefit Plan or in conjunction with adopt any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, or other personemployee benefit agreement, engage in a tender trust, plan, fund or exchange offer other arrangement for the Company's Voting Securities made benefit or welfare of any director, officer or employee, (ii) materially increase in any manner the compensation or fringe benefits of any director or officer, or (iii) pay to any director or officer any benefit not required by any Employee Benefit Plan or other person or entity without agreement as in effect on the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Companydate hereof; (e) take any action alone acquire, sell, lease, transfer or in concert with any other person to acquire or change the control of the Company orotherwise dispose of, directly or indirectly, participate any assets, except for (i) sales of Hydrocarbons or entering into oil and gas leases, in each case in the ordinary course of business, consistent with past practices, (ii) sales of inventory and excess or obsolete assets in the ordinary course of business, (iii) acquisitions, sales, leases, transfers or dispositions of assets not exceeding $10,000,000 in the aggregate, and (iv) the acquisitions contemplated by the O&G Roll-Up; (f) except as herein contemplated, acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (g) except for capital expenditures related to an Emergency or event of Force Majeure, make any capital expenditure which is in excess of the amount contemplated by the 2008 capital expenditures budget included in the VDR by $5,000,000 individually or $15,000,000 in the aggregate; (h) make or revoke any Tax election except elections consistent with past practices and which are required to be made in connection with Tax Returns filed for any tax period ending prior to the Effective Time; (i) change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in Income Tax Basis; (j) except in the ordinary course of business consistent with past practice, enter into, renew, extend, amend in any group seeking material respect or terminate any Material Contract; (k) waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises not exceeding the amount for which an accounting reserve has been established by HPC, HHEC or HHPC, or that involve only the payment of monetary damages not in excess of $5,000,000 individually or $10,000,000 in the aggregate (excluding amounts to obtain be paid under insurance policies); (l) except as herein contemplated, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of such entity; (m) authorize or propose, or agree, in writing or otherwise, to take control any of the Companyactions described in this Section 5.2; or (fn) sell, transfer, pledge intentionally take or otherwise dispose of or encumber omit any Voting Securities except action that would (i) as set forth cause any representation or warranty made by the HPC, HHEC or HHPC in Section 7 hereofthis Agreement to be untrue, (ii) to an affiliate result in a breach of the Buyerany covenant made by HPC, provided that the transferee agrees to be bound by all the provisions of HHEC or HHPC in this Agreement, or (iii) pursuant to have a public offering of the Shares registered under the Securities ActMaterial Adverse Effect.

Restrictions on Certain Actions. During Without limiting the earlier of (a) five years from the date of this Agreement or (b) two years after the termination generality of the Venture foregoing, and except as otherwise expressly provided in this Agreement, except as permitted pursuant prior to Section 5 hereofthe Closing, Buyerthe Company will not take, consent to or allow any of the following actions, without the prior written consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer toBuyer: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")amend its Governing Documents; (b) directly issue, sell, deliver, transfer, or indirectly pledge (whether through the issuance or through granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any partnership interests of any class or any other person, solicit proxies with respect to Voting Securities under any circumstance; securities or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained equity equivalents in the Company's Articles of Incorporation.; (c) deposit any Voting Securities in adopt a voting trustplan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or subject any Voting Securities to a voting or similar agreementother reorganization of the Company; (d) directly other than any of the following that will terminate at Closing, (i) create, incur, guarantee, or indirectly assume any indebtedness for borrowed money or through otherwise become liable or in conjunction with responsible for the obligations of any other personPerson; (ii) make any loans, engage in a tender advances, or exchange offer for the Company's Voting Securities made by capital contributions to, or investments in, any other person Person; (iii) pledge or entity without otherwise encumber the prior written approval Interests or other equity securities of the Company; or (iv) mortgage or pledge any of its assets, tangible or intangible, or engage in create or suffer to exist any proxy solicitation with any person Lien thereupon or entity relating to on the CompanyAssigned Assets (except for statutory Liens for amounts not yet due or not yet delinquent); (e) take except for any action alone or in concert with any other person to acquire or change the control of the following for which the Company orand Buyer will have no liability after Closing, with respect to any Transferred Employee, (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) increase in any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, participate any assets or allow its Affiliates to do any of the foregoing with respect to the Treating Assets or the Assigned Assets, except for (i) the acquisition or sale of treating plants and related equipment and facilities consistent with the Capital Expenditure Plan or pursuant to any third-party rights in contracts in existence as of the date of this Agreement, (ii) any group seeking to obtain lease of treating plants and related equipment and facilities in the ordinary course of business, which (x) will not involve expenditures by the Company in excess of $100,000 and will not involve generation of revenue in excess of $250,000, in each case, over the term (including automatic extensions) of the lease and (y) is not for a term of more than two years, (iii) sales of excess or take control obsolete assets in the ordinary course of business, the disposition or consumption of personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the Company’s business, (iv) the sale or other disposition of the Excluded Assets pursuant to Section 8.14, or (v) any other purchases of equipment or other personal property not in excess of $150,000 in the aggregate. (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) except as provided in Schedule 7.2(h) of the Disclosure Schedule, enter into any lease, contract, agreement, commitment, arrangement, right of way, easement or transaction outside the ordinary course of business consistent with past practice, or any lease, contract, agreement, commitment, arrangement, or transaction (i) which grants or creates any option, right of first refusal, call, put or other preferential right in favor of any third party, or (ii) having a term of more than two years; (i) except as provided in Schedule 7.2(i) of the Disclosure Schedule, amend, modify, or change in any material respect any Company Contract, other than in the ordinary course of business; or (fj) sell, transfer, pledge agree in writing or otherwise dispose of or encumber to take any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions actions described in this Section 7.2. Immediately following execution of this Agreement, or (iii) pursuant Buyer will provide written notice to a public offering Sellers designating the name and contact information of the Shares registered under representative(s) of Buyer authorized to consent to any of the Securities Actactions set forth above in this Section 7.2 on behalf of Buyer.

Restrictions on Certain Actions. During Without limiting the earlier generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing, the Company shall not, without the prior written consent of Buyer: (a) five years amend its charter or bylaws; (i) issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend in any respect any of the terms of any such securities outstanding as of the date hereof; (i) split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem, or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company; (i) except in the ordinary course of business consistent with past practice, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other person; (ii) make any loans, advances, or capital contributions to, or investments in, any other person; (iii) pledge or otherwise encumber shares of capital stock of the Company; or (iv) except in the ordinary course of business consistent with past practice, mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any lien thereupon; (i) enter into, adopt, or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance, or other employee benefit agreement, trust, plan, fund, or other arrangement for the benefit or welfare of any director, officer, or employee; (ii) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company, increase in any manner the compensation or fringe benefits of any director, officer, or employee; or (iii) pay to any director, officer, or employee any benefit not required by any employee benefit agreement, trust, plan, fund, or other arrangement as in effect on the date hereof; (f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice or any assets that in the aggregate are material to the Company; (g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or division thereof; (h) make any capital expenditure or expenditures which, individually, is in excess of $25,000 or, in the aggregate, are in excess of $250,000 and outside of the ordinary course of business; (i) make any Tax election or settle or compromise any federal, state, local, or foreign Tax liability; (j) pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Latest Balance Sheet in the ordinary course of business consistent with past practice; provided, however, that in no event shall the Company repay any long-term indebtedness except to the extent required by the terms thereof; (k) enter into any lease, contract, agreement, commitment, arrangement, or transaction outside the ordinary course of business consistent with past practice; (l) amend, modify, or change any existing lease, contract, or agreement, other than in the ordinary course of business consistent with past practice; (m) waive, release, grant, or transfer any rights of value, other than in the ordinary course of business consistent with past practice; (n) lay off any of its employees; (o) change any of its banking or safe deposit arrangements; (p) change any of the accounting principles or practices used by it, except for any change required by reason of a concurrent change in generally accepted accounting principles and notice of which is given in writing by the Company to Buyer; (q) take any action which would or might make any of the representations or warranties of Seller or the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing or (b) two years after the termination would or might result in any of the Venture Agreement, except as permitted pursuant to Section 5 hereof, Buyer, without the prior consent of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined conditions set forth in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer to: (a) acquire (other than through stock splits or stock dividends), directly or indirectly or in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities"); (b) directly or indirectly or through any other person, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); provided, however, that the foregoing shall this Agreement not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trust, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company or, directly or indirectly, participate in any group seeking to obtain or take control of the Companybeing satisfied; or (fr) sellauthorize or propose, transfer, pledge or agree in writing or otherwise dispose of or encumber to take, any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of actions described in this Agreement, or (iii) pursuant to a public offering of the Shares registered under the Securities ActSection 5.2.

Restrictions on Certain Actions. During Without limiting the generality of Section 6.4, and except (A) as otherwise contemplated by this Agreement (including as described on Schedule 6.5) or (B) as required by applicable Law, between the Execution Date and the earlier of (a) five years from the date Closing Date and the termination of this Agreement or (b) two years after in accordance with Section 9.1, Seller will cause the termination of Acquired Company and the Venture Agreement, except as permitted pursuant to Section 5 hereof, BuyerAcquired Subsidiaries not to, without the prior written consent of Purchaser take, consent to or allow any of the Company's Board of Directors will not, nor will it permit any affiliate (as such term is defined in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Buyer tofollowing actions: (a) acquire (other than through stock splits issue or stock dividends), directly or indirectly or sell any Equity Securities in conjunction with or through any other person, by purchase or otherwise, beneficial ownership of any additional shares of Common Stock the Acquired Company or any other securities of the Company entitled to vote generally for the election of directors ("Voting Securities")Acquired Subsidiary; (b) directly or indirectly or through any other personsell, solicit proxies with respect to Voting Securities under any circumstance; or become a "participant" in any "election contest" relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act); providedlease, however, that the foregoing shall not prohibit Buyer from soliciting proxies for the purpose of opposing any increase in the ownership limitation currently contained in the Company's Articles of Incorporation. (c) deposit any Voting Securities in a voting trusttransfer, or subject any Voting Securities to a voting or similar agreement; (d) directly or indirectly or through or in conjunction with any other person, engage in a tender or exchange offer for the Company's Voting Securities made by any other person or entity without the prior written approval of the Company, or engage in any proxy solicitation with any person or entity relating to the Company; (e) take any action alone or in concert with any other person to acquire or change the control of the Company orotherwise dispose of, directly or indirectly, participate in any group seeking to obtain or take control assets of the Company; orAcquired Company or any Acquired Subsidiary, except for (i) sales to Persons other than Seller or its Affiliates of inventory and excess or obsolete assets in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the Business and (ii) sales of any other assets of the Acquired Company or any Acquired Subsidiary not material to the operation of the Business or that do not in the aggregate exceed $500,000; (fc) selladopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, transferdissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of the Acquired Company or any Acquired Subsidiary; (d) (i) create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person; (iii) pledge or otherwise dispose encumber the Membership Interests or the Subsidiary Membership Interests; or (iv) mortgage or pledge any of their respective assets, tangible or encumber any Voting Securities except (i) as set forth in Section 7 hereof, (ii) to an affiliate of the Buyer, provided that the transferee agrees to be bound by all the provisions of this Agreementintangible, or create or suffer to exist any Lien thereupon (iii) pursuant to a public offering of the Shares registered under the Securities Act.other than Permitted Liens);