Common use of Additional Agreements Clause in Contracts

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Stockholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent prepare and file with the SEC the Proxy Statement in writingpreliminary form and Parent shall prepare and file with the SEC the Form S-4, in which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company and Parent shall each give the other party an opportunity to review, comment on and make reasonable changes to the Proxy Statement and the Form S-4, respectively. Each of the Company Subsidiaries and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its reasonable efforts to cause the Proxy Statement to be conducted only in, mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall furnish all information concerning the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor Effective Time any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose event with respect to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions information supplied by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than for inclusion in the case of any direct Proxy Statement or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary Form S-4 shall occur which is required to be described in respect of, in lieu an amendment of, or in substitution of the Unitsa supplement to, the Incentive Distribution RightsProxy Statement or the Form S-4, the GP Interest or other ownership interests; (v) redeemCompany will promptly notify Parent of such event, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or shall cooperate with Parent in the ordinary course prompt filing with the SEC of business, sell, transfer any necessary amendment or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary supplement to the Company's current businessProxy Statement and the Form S-4 and, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law;, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. (xiic) change If at any method of accounting time prior to the Effective Time any event with respect to Parent or accounting practice any Parent Subsidiary, or with respect to other information supplied by the Parent for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Parent will promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or any supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. (d) The Company Subsidiaryshall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent in determining a date for such meeting that is reasonably acceptable to Parent and the Company. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except for any such change required to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by U.S. GAAP;Section 5.02(b). (xiiie) payThe Company shall instruct Deloitte & Touche LLP, discharge or satisfy any material claimthe Company's independent public accountants, litigationto deliver to Parent a letter dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, liability or obligation the form and substance of which shall be negotiated between Parent and Deloitte & Touche LLP (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action intent that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined such letter should be customary in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or scope and substance for letters delivered by such accounting firm in connection with registration statements similar to the transactions described in clause (vi) above;Form S-4). (xviiif) except as provided in this AgreementParent shall instruct KPMG Peat Marwick LLP, enter intoParent's independent public accountants, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between to deliver to the Company and/or any Company Subsidiary, a letter dated a date within two business days before the date on which the one hand, Form S-4 shall become effective and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior addressed to the date hereof would Company, the form and substance of which shall be required negotiated among the Company, Parent and KPMG Peat Marwick LLP (with the intent that such letter should be customary in scope and substance for letters delivered by such accounting firm in connection with registration statements similar to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingForm S-4).

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Subject to Section 5.10(b), Parent and Rodeothe Company shall use all reasonable efforts to take, Inc. covenant or cause to be taken, all actions necessary to consummate the Merger and agree thatmake effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, between the date of but subject to Section 5.10(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as other transactions contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use all reasonable best efforts to preserve substantially intact their business organizationobtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, to keep available or otherwise) by such party in connection with the services Merger or any of the current employees of Rodeoother transactions contemplated by this Agreement, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company and during the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicePre-Closing Period. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior Notwithstanding anything to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided contrary contained in this Agreement, enter into, amend, terminate Parent shall not have any obligation under this Agreement: (i) to dispose or waive cause any provision of, of its subsidiaries to dispose of any agreement or arrangementassets, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required commit to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do cause any of the foregoingAcquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Proprietary Asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Subject to Section 5.6(b), Parent and Rodeothe Company shall use all reasonable efforts to take, Inc. covenant or cause to be taken, all actions necessary to consummate the Merger and agree thatmake effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, between the date of but subject to Section 5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as other transactions contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use all reasonable best efforts to preserve substantially intact their business organizationobtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, to keep available or otherwise) by such party in connection with the services Merger or any of the current employees of Rodeoother transactions contemplated by this Agreement, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company and during the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicePre-Closing Period. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior Notwithstanding anything to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided contrary contained in this Agreement, enter into, amend, terminate Parent shall not have any obligation under this Agreement: (i) to dispose or waive cause any provision of, of its subsidiaries to dispose of any agreement or arrangementassets, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required commit to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do cause any of the foregoing.Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary Asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingForm S-4, Proxy Statement; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be conducted only in, included as a prospectus. Each of Parent and the Company and shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, cause the Proxy Statement to keep available be mailed to holders of Company Common Stock as promptly as practicable after the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceForm S-4 is declared effective. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent Effective Time there shall not be unreasonably withheld or delayed: occur (i) amend, propose any event with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any of its subsidiaries, or with respect to other information supplied by Company Subsidiary for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any class, comments from the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest its staff or any other ownership interests (including, without limitation, appropriate government official and of any phantom interest, general partnership interest requests by the SEC or limited partnership interest) its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu ofits representatives, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest Parent or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or propertiesrepresentatives, other than transactions that are in as the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarycase may be, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother appropriate government official, on the other hand, which if entered into prior with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the date hereof would be required Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to be disclosed pursuant each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 3.20; (xix) materially alter (through merger4.3, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership Board of Directors of the Company or any Company Subsidiary other than as contemplated by shall recommend to the Company's stockholders the approval and adoption of this Agreement; or , the Merger and the other transactions contemplated hereby (xx) enter into any contract, agreement, commitment or arrangement to do any the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingForm S-4 and the Joint Proxy Statement; Stockholders' Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall prepare and file with the SEC the Joint Proxy Statement, and Phone shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Phone and ▇▇▇▇▇▇▇▇.▇▇▇ shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Phone will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Phone's stockholders, and ▇▇▇▇▇▇▇▇.▇▇▇ will use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇.▇▇▇'s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Phone shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of shares of Phone Common Stock in the Merger and the time conversion of ▇▇▇▇▇▇▇▇.▇▇▇ Options into options to acquire Phone Common Stock, and ▇▇▇▇▇▇▇▇.▇▇▇ shall furnish all information concerning ▇▇▇▇▇▇▇▇.▇▇▇ and the holders of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Phone without ▇▇▇▇▇▇▇▇.▇▇▇'s prior consent and without providing ▇▇▇▇▇▇▇▇.▇▇▇ the opportunity to review and comment thereon. Phone will advise ▇▇▇▇▇▇▇▇.▇▇▇ promptly after it receives notice thereof, of the Closingtime when the Form S-4 has become effective or any supplement or amendment has been filed, except as the issuance of any stop order, the suspension of the qualification of the Phone Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Phone or ▇▇▇▇▇▇▇▇.▇▇▇, or any of their respective affiliates, officers or directors, should be discovered by Phone or ▇▇▇▇▇▇▇▇.▇▇▇ which should be set forth in Section 5.01 an amendment or supplement to any of the Disclosure Letter Form S-4 or as contemplated by the Joint Proxy Statement, so that any other provision of this Agreementsuch documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the Company Subsidiaries an appropriate amendment or supplement describing such information shall be conducted only in, and promptly filed with the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationSEC and, to keep available the services extent required by law, disseminated to the stockholders of the current employees of Rodeo, Inc. Phone and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice▇▇▇▇▇▇▇▇.▇▇▇. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary Phone shall, between as promptly as practicable after the date of this Agreement and Form S-4 is declared effective under the ClosingSecurities Act, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose duly give notice of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general convene and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any hold a meeting of its assets or properties, other than transactions that are in stockholders (the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii"Phone Stockholders' Meeting") except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the DGCL for the purpose of obtaining the Phone Stockholder Approval and shall, subject to the provisions of this Section 5.01; (xiv4.2(b) settle or compromise any material Audithereof, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise through its Board of Directors, recommend to a claim under its stockholders the WARN Act or any similar state law or regulation because approval of a "plant closing" or "mass layoff" (each as defined the issuance of the shares of Phone Common Stock in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from Merger and the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingPhone Charter Amendment.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 7.1 Schedule 13E-3. (a) As soon as reasonably practicable following the date hereof but in any event within twenty (20) Business Days after the date hereof, the Company, Parent and RodeoMerger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, Inc. covenant and agree thatas amended or supplemented, between being referred to herein as the date of this Agreement and the time “Schedule 13E-3”). Each of the ClosingCompany, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Merger Sub shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available ensure that the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply Schedule 13E-3 complies in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior respond promptly to the date hereof or Section 5.01 any comments of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, SEC with respect to any the Schedule 13E-3. Each of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends Parent and other distributions by direct or indirect wholly-owned Company Subsidiaries Merger Sub shall provide reasonable assistance and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the Company Subsidiaries taken as a whole; (viii) except as required by resolution of comments from the SEC. Upon its receipt of any Material Contract or in comments from the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms staff of the Credit Agreements; (x) enterSEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current businessshall promptly notify Parent and Merger Sub, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course and shall provide Parent with copies of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, all correspondence between the Company and/or any Company Subsidiaryand its representatives, on the one hand, and any the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith, provided, however, that nothing in this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Recommendation. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.2(e), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing, and mailing/distribution of the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the shareholders of the Company, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which if entered into they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the date hereof Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would be not include any misstatement of a material fact or omit to state a material fact required to be disclosed pursuant made therein, or necessary in order to Section 3.20; (xix) materially alter (through mergermake the statements made, liquidationin the light of the circumstances under which they were made, reorganizationnot misleading, restructuring, conversion the party discovering such event or in any circumstance shall promptly inform the other fashion) parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the corporate structure or ownership SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or any Company Subsidiary supplement and shall afford the other than as contemplated by this Agreement; orparty and their Representatives a reasonable opportunity to comment thereon. (xxc) enter into any contractAs soon as reasonably practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3, agreement, commitment the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed or arrangement distributed (the “Record Date”) and shall not change such Record Date unless required to do any so by applicable Law; (ii) mail or distribute or cause to be mailed or distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the foregoingRecord Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 to all Record ADS Holders.

Additional Agreements. SECTION 5.01 Conduct 5.01. Preparation of Business Prior to the Closing. (a) Parent Form S-4 and Rodeo, Inc. covenant and agree that, between the Joint Proxy Statement. As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC the Joint Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Joint Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and Parent shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective for so long as necessary to complete the Merger. The Company Subsidiaries will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders and Parent will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) reasonably required to be conducted only intaken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) furnish all information concerning the Company and the holders of Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationCommon Stock as may be reasonably requested by Parent in connection with any such action and the preparation, to keep available the services filing and distribution of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company Joint Proxy Statement and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms Form S-4. No filing of, or authorize amendment or supplement to, the issuanceForm S-4 will be made by Parent, saleand no filing, pledgeor amendment or supplement to, dispositionthe Joint Proxy Statement will be made by Parent or the Company, grant or Encumbrance in each case without providing the other party a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any Units, comments from the Incentive Distribution Rights, SEC or the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) staff of the Company or any Company Subsidiary SEC and of any class, request by the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) staff of the Company SEC for amendments or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant supplements to the terms Joint Proxy Statement or the Form S-4 or for additional information, and shall supply each other with copies of the Company Partnership Agreement; (iv) other than in the case of any direct all correspondence between it or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any the SEC or the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into with respect to the Joint Proxy Statement, the Form S-4, the Merger or the other transactions contemplated by this Agreement or the Voting Agreement. If at any time prior to the date hereof would be required Effective Time any information relating to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contractParent, agreement, commitment or arrangement to do any of their respective Affiliates, directors or officers, should be discovered by the foregoingCompany or Parent which should be set forth in an amendment or supplement to either of the Form S-4 or the Joint Proxy Statement, so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of Parent and the stockholders of the Company.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent Section 6.01 Proxy Statement and Rodeo, Inc. covenant and agree that, between Schedule 13E-3. As soon as practicable following the date of this Agreement Agreement, the Company, with the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision authorization and approval of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) Plan of Merger and the businesses Transactions by the shareholders of the Company including a notice convening the Shareholders’ Meeting in accordance with the Company’s memorandum and articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the Company Subsidiaries shall be conducted only in, and “Proxy Statement”). Concurrently with the Company and preparation of the Company Subsidiaries shall not take any action except inProxy Statement, the ordinary course of business; (ii) the Company Company, Parent and the Company Subsidiaries Merger Sub shall jointly prepare a Schedule 13E-3. The Company, Parent and Merger Sub shall use their reasonable efforts to cause the initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement filed as an exhibit) as soon as practicable after the date of this Agreement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior respond promptly to the date hereof or Section 5.01 any comments of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, SEC with respect to any of the Units, Proxy Statement and Schedule 13E-3 and to resolve comments from the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee SEC. Each of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for Parent and Merger Sub shall furnish all information concerning such party to the benefit of any director, officer or employee except others as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or may be reasonably requested in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreementpreparation, enter into, amend, terminate filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or waive its staff or any provision of, any agreement request from the SEC or arrangement, its staff for amendments or enter into any transaction, supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between the Company and/or any Company Subsidiaryit and its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, which if entered into the Company (i) shall provide Parent and Merger Sub a reasonable amount of time to review and comment on such document or response and (ii) shall consider in good faith including in such document or response all comments reasonably proposed by Parent and Merger Sub. If at any time prior to the date hereof would Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that (x) the Proxy Statement and Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20; make the statements therein, in light of the circumstances under which they are made, not misleading, and (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashiony) the corporate structure or ownership shareholders of the Company are able to make an informed decision on whether or any Company Subsidiary not to attend the Shareholders’ Meeting and how to vote, the party which discovers such information shall promptly notify the other than as contemplated parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by this Agreement; or (xx) enter into any contractapplicable Law, agreement, commitment or arrangement disseminated to do any the shareholders of the foregoingCompany.

Additional Agreements. SECTION 5.01 Conduct 6.1 Preparation of Business Prior to S-4 and the Closing. (a) Proxy Statement. Parent and Rodeothe Company will, Inc. covenant as promptly as practicable, jointly prepare and agree that, between file with the date of this Agreement and SEC the time Proxy Statement in connection with the vote of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses stockholders of the Company in respect of the Merger. Parent will, as promptly as practicable, prepare, following receipt of notification from the SEC that it has no further comments on the Proxy Statement, and file with the SEC the S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby. Parent and the Company Subsidiaries shall be conducted only inwill, and the Company will cause their accountants and the Company Subsidiaries shall not take any action except inlawyers to, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue have or cause the S-4 to be declared effective as promptly as practicable after filing with the SEC, including, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in force connection with good the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or filing a general consent to service of process in any jurisdiction). The Company and responsible insurance companies adequate insurance covering risks Parent shall, as promptly as practicable after the receipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments, in respect of the Proxy Statement or the S-4 received from the staff of the SEC. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide Parent with a copy of all such types and in such amounts as are consistent filings with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the SEC. Parent will provide the Company SEC Reports filed with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the date hereof or Section 5.01 Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither time when the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest Form S-4 has become effective or any other ownership interests (including without limitation general and limited partnership interests) of the Company supplement or any Company Subsidiary of any classamendment has been filed, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests stop order, the suspension of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution qualification of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Parent Common Stock issuable in connection with the transactions described Merger for offering or sale in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangementjurisdiction, or enter into any transaction, between request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company and/or any Company Subsidiary, on will use its reasonable best efforts to cause the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required Proxy Statement to be disclosed pursuant mailed to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) its stockholders at the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingearliest practicable date.

Additional Agreements. SECTION 5.01 Conduct Section 6.1 Preparation of Business Prior to the ClosingForm F-4 and Schedule 13E-3. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless Parent shall, with the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses assistance of the Company, prepare and file with the SEC a registration statement on Form F-4 with respect to the Parent Shares to be issued with the Merger. Parent shall promptly respond to any comments made by the SEC regarding the Form F-4 and shall endeavor to have the Form F-4 declared effective under the Securities Act promptly after filing with the SEC and cause the Prospectus to be delivered to the shareholders or holders of Company and ADSs. No filing of, or amendment or supplement to, the Form F-4 will be made by Parent without providing the Company Subsidiaries a reasonable opportunity to review and comment thereon. Each Party shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Form F-4 received from the staff of the SEC. The Company shall be conducted only in, and furnish as promptly as practicable such information concerning the Company and reasonably requested in connection with the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and Form F-4 or other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations filings required under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceLaws. (b) By way of amplification Parent, Merger Sub and not limitation, except as contemplated by this Agreement, or as reflected in the Company shall prepare and file with the SEC Reports filed prior the Schedule 13E-3. Parent, Merger Sub and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments of the SEC regarding the Schedule 13E-3. Each Party shall, as promptly as practicable after the receipt thereof, provide to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance other Party copies of any Units, written comments and advise the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary Party of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwiseoral comments, with respect to any the Schedule 13E-3 received from the staff of the UnitsSEC. Each of Parent, Merger Sub and the Incentive Distribution Rights, Company will be provided with a reasonable opportunity to review and comment on the GP Interest initial Schedule 13E-3 and any amendment or supplement thereto prior to filing with the SEC. (c) If at any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant time prior to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectlyEffective Time, any of the Units, the Incentive Distribution Rights, the GP Interest information relating to each Party or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets Affiliates, directors or propertiesofficers should be discovered by such Party, which should be set forth in an amendment or supplement to the Form F-4 or Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, such Party shall promptly notify the other than transactions that are Party of such information and the other Party shall cooperate in the ordinary course prompt filing with the SEC of business and not material any necessary amendment or supplement to the Company and the Company Subsidiaries taken as a whole;Form F-4 or Schedule 13E-3. (viiid) except as required by Parent shall use reasonable efforts to cause any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated Parent ADSs to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or issued in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required Merger to be disclosed pursuant approved for listing on The New York Stock Exchange, such listing to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership be subject to official notice of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingissuance.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; STOCKHOLDERS MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in writingpreliminary form and Parent shall prepare and file with the SEC the Form S-4, in which consent shall not the Joint Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company Subsidiaries and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be conducted only in, taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plan and the Company shall furnish all information concerning the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plan as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Joint Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) receipt of the Company Stockholder Approval or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitationParent Stockholder Approval, any phantom interest, general partnership interest or limited partnership interest) of event occurs with respect to the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of other information supplied by the UnitsCompany for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Incentive Distribution RightsJoint Proxy Statement or the Form S-4, the GP Interest Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant supplement to the terms Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company's stockholders. (c) If, at any time prior to the receipt of the Company Partnership Agreement; (iv) Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to Parent or any Parent Subsidiary, or change occurs with respect to other than information supplied by Parent for inclusion in the case of any direct Joint Proxy Statement or indirect wholly-owned Company Subsidiarythe Form S-4, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary which is required to be described in respect of, in lieu an amendment of, or in substitution of the Unitsa supplement to, the Incentive Distribution RightsJoint Proxy Statement or the Form S-4, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of Parent shall promptly notify the Company or any of such event, and Parent and the Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 shall cooperate in the aggregate for all transactions pursuant prompt filing with the SEC of any necessary amendment or supplement to this subsection (vi); (vii) except for Permitted Encumbrances or the Joint Proxy Statement and the Form S-4 and, as required by any Material ContractLaw, leasein disseminating the information contained in such amendment or supplement to the Company's stockholders. (d) The Company shall, licenseas soon as practicable following the date of this Agreement, mortgage or otherwise encumber or subject to any Encumbranceduly call, or agree to encumber or subject to any Encumbrancegive notice of, any convene and hold a meeting of its assets or properties, other than transactions that are in stockholders (the ordinary course "Company Stockholders Meeting") for the purpose of business and not material seeking the Company Stockholder Approval. The Company shall use its reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the date of this Agreement. The Company and shall, through the Company Subsidiaries taken as a whole; (viii) Board, recommend to its stockholders that they give the Company Stockholder Approval, except as required by any Material Contract to the extent that the Company Board shall have withdrawn or in modified its approval or recommendation of this Agreement or the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than Merger as permitted by the terms last sentence of Section 5.02(b). Without limiting the generality of the Credit Agreements; (xforegoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(d) enter, to a material extent, any line of business that is shall not (i) currently conducted, (ii) currently contemplated to be conducted affected by the Company commencement, public proposal, public disclosure or (iii) ancillary communication to the Company's current businessCompany of any Company Takeover Proposal; it being understood and agreed among Parent, or commence business operations Sub and the Company that in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable event that, prior to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee date of the CompanyCompany Stockholders Meeting, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company withdraws or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge modifies its approval or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than recommendation of the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or Merger and this Agreement in accordance with the provisions last sentence of Section 5.02(b), then for purposes of the first sentence of this Section 5.01; 6.01(d), the term "Company Stockholder Approval" shall mean both (xivi) settle the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock and (ii) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock present and duly voted (in person or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xvby proxy) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from at the Company or its Subsidiaries Stockholders Meeting, exclusive of those votes taken in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership respect of the shares of Company or any Company Subsidiary other than as contemplated Common Stock held by this Agreement; or (xx) enter into any contractMichael J. Gaughan, agreement, commitment or arrangement to do any of the foregoingJerry Herbst and Franklin Toti.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) The Executive represents that he or she has not, and agrees that he or she will not, in any way disparage the businesses Company or its current and former officers, directors and employees, or make or solicit any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of businessaforementioned parties or entities; (ii) The Executive further agrees that he or she will not at any time discuss any matter concerning the Company and with anyone adverse or potentially adverse to the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationon any matter, to keep available the services of the current employees of Rodeoincluding, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not without limitation, except as contemplated by this Agreement, employment claims or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the followingcustomer claims, without the prior written consent of Buyerthe Company. However, which consent shall not be unreasonably withheld if required by a governmental regulatory agency or delayed: (i) amend, propose self-regulatory agency to amend, provide testimony or otherwise change its Certificate of Limited Partnership or information regarding the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsCompany, the Incentive Distribution RightsExecutive will cooperate with said regulatory agency. If compelled to testify by a validly served subpoena or by regulatory authority, the GP Interest Executive will testify truthfully as to all matters concerning his or any other ownership interests (including without limitation general and limited partnership interests) of her employment with the Company. If a regulatory agency or self-regulatory agency contacts the Executive regarding the Company or if the Executive receives a subpoena or other court or legal process relating in any Company Subsidiary of any classway to the Company, or any options, warrants, convertible securities present or other rights of any kind to acquire any Unitsformer Company customer or employee, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of Executive immediately will give the Company prior written notice and shall make himself or any Company Subsidiary, other than as permitted under clause (ix) herself available to be interviewed concerning the subject matter of Section 5.01(b);such contact; and (iii) declare, set aside, The Executive agrees to cooperate with and make himself or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect herself readily available to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregateGeneral Counsel, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarymay reasonably request, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or assist it in any other fashion) matter, including litigation or proceedings or potential litigation or proceedings, over which the corporate structure Executive may have knowledge, information or ownership expertise, provided, however, that the Company shall pay the reasonable out-of-pocket expenses of the Company Executive in performing his or any Company Subsidiary other than as contemplated by her obligations under this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingSection 2(g)(iii).

Additional Agreements. SECTION 5.01 Conduct Section 6.1. Preparation of Business Prior to the ClosingForm S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable following the date of this Agreement Agreement, Amedisys and OPCH shall prepare the Form S-4 and the time Joint Proxy Statement/Prospectus, and OPCH shall file the Form S-4, which shall include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC. The parties shall consult each other in connection with setting a preliminary record date for each of the Closing, except as set forth in Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to Section 5.01 14a-13 of the Disclosure Letter or as contemplated by any other provision Exchange Act in connection therewith. Each of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Amedisys and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries OPCH shall use reasonable best efforts to preserve substantially intact have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement/Prospectus received from the SEC. OPCH and Amedisys shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus prior to filing such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, this right of review and comment shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order with respect to the Form S-4, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and responses thereto or requests by the SEC for additional information relating thereto. If at any time prior to the Effective Time any information relating to Amedisys, OPCH or any of their business organizationrespective affiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to keep available the services extent required by Applicable Law, disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the current employees NASDAQ for the purpose of Rodeoobtaining the Amedisys Stockholder Approval and shall, Inc. subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to preserve its stockholders the current relationships adoption of this Agreement. Amedisys may only postpone or adjourn the Company Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) to allow reasonable additional time for the Company filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the Company Subsidiaries rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Subject to the terms and conditions of this Agreement, including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively, and (ii) take all other action necessary or advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be voted upon at each of the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), in the case of the Amedisys Stockholders Meeting, and (iii) any adjournment or postponement of the Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Securities Act and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement Exchange Act and the Closingrules and regulations thereunder. Notwithstanding the foregoing, directly no covenant is made by either Amedisys or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, OPCH with respect to any statements made or incorporated by reference therein based on information supplied by or on behalf of the Units, the Incentive Distribution Rights, the GP Interest other party (or any other ownership interests, except its subsidiaries) for (A) dividends and other distributions inclusion or incorporation by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than reference in the case of any direct Form S-4 or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingJoint Proxy Statement/Prospectus.

Additional Agreements. SECTION 5.01 Conduct 5.01. Preparation of Business Prior to the ClosingForm F-4 and the Proxy Statement; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, Parent and the time Company shall prepare and file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC the Form F-4, in which the Proxy Statement will be included as a prospectus. Parent shall use all reasonable efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form F-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Closingissuance of Parent Shares in the Merger, except as set forth in Section 5.01 of and the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of furnish all information concerning the Company and the holders of Company Subsidiaries shall Common Stock as may be conducted only in, reasonably requested in connection with any such action and the Company preparation, filing and distribution of the Company Subsidiaries shall not take any action except inProxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the ordinary course of business; (ii) Form F-4 will be made by Parent, or the Company Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationCompany, to keep available the services promptly after it receives notice thereof, of the current employees time when the Form F-4 has become effective or any supplement or amendment has been filed, the issuance of Rodeoany stop order, Inc. and to preserve the current relationships suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form F-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the Company Subsidiaries with customers, contractholders and other Persons with whom SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any Company Subsidiary has significant business relations; (iii) of their respective affiliates, officers or directors, should be discovered by the Company and or Parent which should be set forth in an amendment or supplement to any of the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) Form F-4 or the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks Proxy Statement, so that any of such types documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and in an appropriate amendment or supplement describing such amounts as are consistent information shall be promptly filed with past practicethe SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the The Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between as soon as practicable following the date of this Agreement, establish a record date (which will be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") solely for the purpose of obtaining the Stockholder Approval. The Company shall cause the Stockholders Meeting to be held as promptly as practicable after the date of this Agreement. Subject to Section 4.02(b)(i), the Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement and shall include such recommendation in the Closing, directly or indirectly do, or propose to do, any Proxy Statement. Without limiting the generality of the followingforegoing, without the prior written consent of Buyer, which consent Company agrees that its obligations pursuant to this Section 5.01(b) shall not be unreasonably withheld or delayed: affected by (i) amendthe commencement, propose public proposal, public disclosure or communication to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; any other person of any Takeover Proposal or (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, withdrawal or authorize modification by the issuance, sale, pledge, disposition, grant or Encumbrance Board of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) Directors of the Company or any Company Subsidiary committee thereof of any class, such Board of Directors' or any options, warrants, convertible securities such committee's approval or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) recommendation of the Company Merger or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingForm S-4, Proxy Statement and Form 10; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, the Proxy Statement and the Form 10. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4, in which the Proxy Statement shall be included, declared effective under the Securities Act and the Form 10 declared effective under the Exchange Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Form S-4 is declared effective; provided, that the Company may elect to postpone the mailing of the Proxy Statement to a date that is no later than at least 20 business days prior to the date Parent informs the Company that the DevCo. Distribution is reasonably capable of being completed. (b) Each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company, or at the time of the ClosingCompany Stockholders Meeting, except as set forth contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 5.01 order to make the statements therein, in light of the Disclosure Letter or as contemplated by any other provision of this Agreementcircumstances under which they are made, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company misleading. The Proxy Statement and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts Form S-4 will comply as to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply form in all material respects with their respective obligations under all material contracts binding upon them the requirements of the Exchange Act and the Securities Act, as such obligations become due and with their respective obligations under applicable Law; and applicable. Notwithstanding the foregoing, (ivi) no representation or covenant is made by the Company with respect to statements made or incorporated by reference based on information supplied in writing by Parent specifically for inclusion or incorporation by reference in the Form S-4 or Proxy Statement and (ii) no representation or covenant is made by Parent with respect to statements made or incorporated by reference based on information supplied in writing by the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated for inclusion or incorporation by this Agreement, or as reflected reference in the Company SEC Reports filed Form S-4 or the Proxy Statement. If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent Effective Time there shall not be unreasonably withheld or delayed: occur (i) amend, propose any event with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any of its subsidiaries, or with respect to other information supplied by Company Subsidiary for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement, to the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any class, comments from the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest its staff or any other ownership interests (including, without limitation, appropriate government official and of any phantom interest, general partnership interest requests by the SEC or limited partnership interest) its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu ofits representatives, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest Parent or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or propertiesrepresentatives, other than transactions that are in as the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarycase may be, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother appropriate government official, on the other hand, which if entered into prior with respect thereto. The Company and Parent shall use their respective reasonable efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4, the Proxy Statement and the Form 10, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval; provided, that the Company may elect to postpone the Company Stockholders Meeting to a date hereof would be required to be disclosed pursuant that is no later than 35 business days after the date of mailing of the Proxy Statement in accordance with Section 5.1(a). Subject to Section 3.20; (xix) materially alter (through merger4.3, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership Board of Directors of the Company or any Company Subsidiary other than as contemplated by shall recommend to the Company's stockholders the approval and adoption of this Agreement; or , the Merger and the other transactions contemplated hereby (xx) enter into any contract, agreement, commitment or arrangement to do any the "Company Recommendation"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation unless this Agreement has been terminated. (e) The Company shall coordinate and cooperate with Parent with respect to the timing of the Company Stockholders Meeting.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT; STOCKHOLDERS MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC a joint proxy statement (the "Joint Proxy Statement") in writingpreliminary form and Parent shall prepare and file with the SEC the Form S-4, in which consent shall not the Joint Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company Subsidiaries and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be conducted only in, taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Stock Plans and the Company shall furnish all information concerning the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Joint Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) receipt of the Company Stockholder Approval or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitationParent Stockholder Approval, any phantom interest, general partnership interest or limited partnership interest) of event occurs with respect to the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions information supplied by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than for inclusion in the case of any direct Joint Proxy Statement or indirect wholly-owned Company Subsidiarythe Form S-4, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary which is required to be described in respect of, in lieu an amendment of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay supplement to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.the

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.5.1 Information Statement and Proxy Statement. ----------------------------------------- (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless Company shall prepare, with the Buyer cooperation and reasonable assistance of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) constitute a disclosure document for the businesses offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the Company Subsidiaries shall be conducted only inother transactions contemplated hereby, and may be combined with the Proxy Statement as a joint proxy/information statement. Parent and Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall each use its reasonable best efforts to preserve substantially intact their business organizationcause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the other such information concerning it and its respective affiliates, to keep available directors, officers and securityholders as, in the services reasonable judgment of the current employees of Rodeoother party or its counsel, Inc. may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to preserve cause its counsel and auditors to cooperate with the current relationships other's counsel and auditors in the preparation of the Information Statement. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that Company shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company and its shareholders. Anything to the contrary contained herein notwithstanding, Company Subsidiaries shall not include in the Information Statement any information with customersrespect to Parent or its affiliates or associates, contractholders the form and other Persons with whom the Company or any Company Subsidiary has significant business relations;content of which information shall not have been approved by Parent prior to such inclusion. (iiib) As soon as practicable after the Company execution of this Agreement, Parent shall prepare, with the cooperation of Company, and file with the SEC preliminary proxy materials relating to the Parent Stockholders Meeting and the vote of the stockholders of Parent on the issuance of the Merger Shares pursuant to this Agreement. Parent and Company Subsidiaries shall each use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with their the Exchange Act and all other applicable federal and state securities law requirements. Each of Parent and Company shall, and shall cause its respective obligations under all material contracts binding upon them representatives to, fully cooperate with the other such party and its representatives in the preparation of the Proxy Statement, and shall promptly provide to the other such information concerning it and its respective affiliates, directors, officers and securityholders as the other may reasonably request in connection with the preparation of the Proxy Statement. If at any time prior to the Effective Time Company or Parent shall become aware of any fact, event or circumstance that is required to be set forth in an amendment or supplement to the Proxy Statement, such obligations become due party shall promptly notify the other of such fact, event or circumstance and the other parties shall cooperate with their respective obligations each other in filing with the SEC or any other governmental official and mailing to Parent stockholders such amendment or supplement. The Proxy Statement shall contain the recommendation of the Board of Directors of Parent in favor of the Parent Stockholder Approval; provided, that the Board of Directors of Parent -------- shall have the right to omit, withdraw or modify such recommendation in the event that a Parent Superior Proposal has been made and Parent's Board of Directors has concluded in good faith, after considering applicable state law, on the basis of written advice of outside counsel, that inclusion of such recommendation would not be a proper exercise of the Parent's board of directors' fiduciary duties to Parent's stockholders under applicable Law; and law. Notwithstanding any such omission, withdrawal or modification, Parent shall convene and hold (ivand shall take all action otherwise required by this Agreement to convene and hold) the Company and Parent Stockholders Meeting. Without limiting the Company Subsidiaries generality of the foregoing, Parent shall use their its reasonable best efforts to continue in force respond promptly to any comments made by the SEC with good respect to the Proxy Statement (including each preliminary version thereof) and responsible insurance companies adequate insurance covering risks to clear the Proxy Statement as promptly as practicable hereafter. As promptly as practicable after SEC clearance of such types the Proxy Statement, Parent shall file with the SEC the definitive Proxy Statement and in such amounts as are consistent with past practicemail or cause to be mailed the Proxy Statement to its stockholders. (bc) By way As soon as practicable after the execution of amplification and not limitation, except as contemplated by this Agreement, or as reflected Parent shall prepare, with the cooperation of Company, the Permit Application. Parent and Company shall each use commercially reasonable efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Parent and Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application. Company SEC Reports filed will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the date hereof Effective Time either Company or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance obtain knowledge of any Units, facts that might make it necessary or appropriate to amend or supplement the Incentive Distribution Rights, Permit Application in order to make the GP Interest statements contained or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions incorporated by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions reference therein not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable misleading or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by comply with applicable law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Section 6.01 Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Company Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent prepare and file with the SEC the Proxy Statement and Parent shall prepare and Parent shall file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and Parent will respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement or the Form S-4. Each of the Company Subsidiaries and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and maintain the Form S-4's effectiveness for so long as necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be conducted only inmailed to the stockholders of the Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act (but in no event later than three (3) business days after the date the Form S-4 is declared effective). Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) furnish all information concerning the Company and the holders of shares of Company Subsidiaries shall use Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company, without providing the other party and its counsel a reasonable best efforts opportunity to preserve substantially intact their business organization, review and comment thereon. If at any time prior to keep available the services of the current employees of Rodeo, Inc. and Effective Time any information relating to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Company's current businessextent required by Law, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable disseminated to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee stockholders of the Company, Seller . The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any the SEC or the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into prior with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shall, as soon as practicable following the date hereof would be required to be disclosed pursuant of this Agreement, establish a record date for and promptly take any and all actions in connection therewith, and as soon as practicable after the Form S-4 is declared effective, duly call, give notice of, convene and hold, a meeting of its stockholders (the "Company Stockholders Meeting") solely for the purpose of obtaining the Company Stockholder Approval. Subject to Section 3.20; (xix) materially alter (through merger5.02(b), liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any shall, through the Company Subsidiary Board, recommend to its stockholders adoption of this Agreement, the Merger and the other than as transactions contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any . Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) any Company Adverse Recommendation Change.

Additional Agreements. SECTION Section 5.01 Conduct Preparation of Business Prior to the ClosingForm S-4 and the Joint Proxy Statement; Shareholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, Cinergy and Duke shall prepare and file with the SEC the Joint Proxy Statement and Cinergy, Duke and the time Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included. Each of Cinergy, Duke and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Cinergy will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Cinergy's shareholders, and Duke will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Duke's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. Each party will advise the others, promptly after it receives notice thereof, of the Closingtime when the Form S-4 has become effective or any supplement or amendment has been filed, except the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Cinergy, Duke or any subsidiary of Cinergy or Duke, respectively, or any change occurs with respect to information supplied by or on behalf of Cinergy or Duke, respectively, for inclusion in the Joint Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Cinergy or Duke, as applicable, shall promptly notify the other and the Company of such event, and Cinergy or Duke, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to Cinergy's shareholders and to Duke's shareholders. (b) Cinergy shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Cinergy Shareholders Meeting") for the purpose of obtaining the Cinergy Shareholder Approval. Without limiting the generality of the foregoing, Cinergy agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Cinergy of any Cinergy Takeover Proposal, (ii) the withdrawal or modification by the Board of Directors of Cinergy of its approval or recommendation of this Agreement, the Cinergy Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Cinergy Superior Proposal. Notwithstanding any of the events set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence, in the event Cinergy fulfills its obligations pursuant to this Section 5.01(b) and the Cinergy Shareholder Approval is not obtained at the Cinergy Shareholders Meeting, Duke shall not thereafter have the right to terminate this Agreement pursuant to Sections 7.01(h)(i) as a result of the Board of Directors of Cinergy (or any committee thereof) having, pursuant to Section 4.03(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the approval or recommendation by such Board of Directors of this Agreement or the Cinergy Merger, provided Duke shall retain all other rights to terminate this Agreement set forth in Section 5.01 of 7.01. (c) Duke shall, as soon as reasonably practicable following the Disclosure Letter or as contemplated by any other provision date of this Agreement, unless duly call, give notice of, convene and hold a meeting of its shareholders (the Buyer shall otherwise consent in writing"Duke Shareholders Meeting") for the purpose of obtaining the Duke Shareholder Approval. Without limiting the generality of the foregoing, which consent Duke agrees that its obligations pursuant to the first sentence of this Section 5.01(c) shall not be unreasonably withheld or delayed: affected by (i) the businesses commencement, public proposal, public disclosure or communication to Duke of the Company and the Company Subsidiaries shall be conducted only inany Duke Takeover Proposal, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and withdrawal or modification by the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationBoard of Directors of Duke of its approval or recommendation of this Agreement, to keep available the services of Duke Merger or the current employees of Rodeoother transactions contemplated hereby, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company approval or recommendation of any Duke Superior Proposal. Notwithstanding any of the events set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence, in the event Duke fulfills its obligations pursuant to this Section 5.01(c) and the Company Subsidiaries Duke Shareholder Approval is not obtained at the Duke Shareholders Meeting, Cinergy shall comply not thereafter have the right to terminate this Agreement pursuant to Sections 7.01(g)(i) as a result of the Board of Directors of Duke (or any committee thereof) having, pursuant to Section 4.04(b)(ii), withdrawn or modified, or proposed publicly to withdraw or modify, the approval or recommendation by such Board of Directors of this Agreement or the Duke Merger, provided Cinergy shall retain all other rights to terminate this Agreement set forth in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; andSection 7.01. (ivd) the Company Cinergy and the Company Subsidiaries shall Duke will use their reasonable best efforts to continue in force with good hold the Duke Shareholders Meeting and responsible insurance companies adequate insurance covering risks of such types the Cinergy Shareholders Meeting on the same date and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except soon as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between practicable after the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Section 6.01 Preparation of Business Prior to the ClosingProxy Statement and Schedule 13E-3; Company Shareholders Meeting. (a) Parent As reasonably promptly as practicable following the Agreement Date, the Company will, in a manner that complies in all material respects with Regulation 14A promulgated under the Exchange Act with respect to the Transactions, prepare and Rodeo, Inc. covenant cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting that reflects the terms and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision conditions of this Agreement, unless and includes the Buyer shall otherwise consent notice of appraisal rights in writingthe Merger to the holders of shares of Company Shares as required by Section 106(2) of the Bermuda Companies Act, which consent shall not be unreasonably withheld and a copy of the Fairness Opinion in its entirety (including a description of the Fairness Opinion and the financial analysis relating thereto), (such proxy statement, together with any amendments or delayed: supplements thereto, the “Proxy Statement”). Parent will furnish to the Company all information reasonably requested by the Company concerning Parent, Sumitomo or Merger Sub, and provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement. The Company will notify Parent reasonably promptly after its receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and will provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company will use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent an opportunity to review and comment on the businesses Proxy Statement or response (including the proposed final version of the Proxy Statement or response); and (ii) include all comments reasonably proposed by Parent. (b) The Company and Parent will cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the Transactions, and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of the Schedule 13E-3; (ii) respond as reasonably promptly as practicable to any comments received from the SEC with respect to the Schedule 13E-3 and consult with each other prior to providing such response; (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments; (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Schedule 13E-3; and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Schedule 13E-3. Each Party will promptly notify the other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Schedule 13E-3 and will provide the other Parties with copies of all correspondence between such Party and its Representatives, on the one hand, and the SEC, on the other hand. (c) If prior to the Effective Time any change occurs with respect to information supplied by Parent for inclusion in the Proxy Statement or the Schedule 13E-3 that is required by Law to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent will reasonably promptly notify the Company of such change, and Parent and the Company Subsidiaries shall will cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(c) will limit the obligations of any Party under Section 6.01(a). (d) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Schedule 13E-3, that is required by Law to be conducted only indescribed in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will reasonably promptly notify Parent of such event, and the Company and Parent will cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, as applicable, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(d) will limit the obligations of any Party under Section 6.01(a). (e) The Company will, as promptly as reasonably practicable after the SEC confirms it has no further comments on the Proxy Statement and the Schedule 13E-3 (i) establish a record date for determining shareholders of the Company Subsidiaries shall not take any action except in, entitled to vote at the ordinary course of business; Company Shareholders Meeting; (ii) not change such record date or establish a different record date for the Company Shareholders Meeting without the prior written consent of Parent unless required to do so by applicable Law (and if the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships date of the Company and Shareholders Meeting as originally called is for any reason adjourned or otherwise delayed, the Company Subsidiaries with customersagrees that unless Parent has otherwise approved in writing (or as required by applicable Law or stock exchange requirement), contractholders and other Persons with whom the Company will, if possible, implement such adjournment or any other delay in such a way that the Company Subsidiary has significant business relations; does not need to establish a new record date for the Company Shareholders Meeting, as so adjourned or delayed); and (iii) duly call, give notice of, convene and hold the Company Shareholders Meeting for the purpose of (A) seeking the Company Shareholder Approval and the Minority Shareholder Approval, (B) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger and (C) an adjournment proposal. The Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) will not change the date of, postpone or adjourn the Company and Shareholders Meeting, or submit any other proposal to the Company’s shareholders in connection with the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the followingShareholders Meeting, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: Parent. The Company will use its reasonable best efforts to (i) amend, propose promptly cause the Proxy Statement to amend, or otherwise change its Certificate be mailed to the Company’s shareholders as of Limited Partnership or the record date established for the Company Partnership Agreement or similar organizational documents; Shareholders Meeting; and (ii) issueexcept if an Adverse Recommendation Change has been made as permitted by Section 5.03(d) and remains in effect, sellsolicit the Company Shareholder Approval and the Minority Shareholder Approval, transferincluding by retaining the services of a recognized proxy solicitor reasonably acceptable to Parent. The Company will, pledgethrough the Special Committee, dispose ofrecommend to its shareholders that they give the Company Shareholder Approval and the Minority Shareholder Approval (the “Company Recommendation”) and will include such recommendation in the Proxy Statement and the Schedule 13E-3, grantin each case, encumberunless the Special Committee has validly made an Adverse Recommendation Change as permitted by Section 5.03(d) that is still in effect. The Company agrees that, amend unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the terms ofCompany Shareholders Meeting pursuant to this Section 6.01 will not be affected by the commencement, public proposal, public disclosure or authorize communication to the issuance, sale, pledge, disposition, grant or Encumbrance Company of any UnitsAlternative Proposal, by the making of any Adverse Recommendation Change by the Special Committee or by any other development; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.03(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Incentive Distribution RightsCompany will be entitled to postpone the Company Shareholders Meeting to a date not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The foregoing provisions of this Section 6.01 notwithstanding, the GP Interest Company will have the right, after consultation in good faith with Parent, to make one or any other ownership interests (including without limitation general and limited partnership interests) more successive changes in date, postponements or adjournments of the Company Shareholders Meeting (i) to ensure that any supplement or any Company Subsidiary of any class, amendment to the Proxy Statement or any options, warrants, convertible securities or other rights of any kind Schedule 13E-3 required under applicable Law is timely provided to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Special Committee (after consultation with outside counsel), in advance of the Company Shareholders Meeting; (ii) if required by applicable Law or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); a request from the SEC or its staff; or (iii) declareif, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of on a date for which the UnitsCompany Shareholders Meeting is scheduled, the Incentive Distribution RightsCompany has not received proxies representing a sufficient number of Common Shares to obtain the Company Shareholder Approval and the Minority Shareholder Approval, the GP Interest whether or any other ownership interests, except for not a quorum is present; provided that (A) dividends and other distributions by direct the duration of any such adjournment or indirect wholly-owned Company Subsidiaries and postponement is limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement; (B) distributions pursuant to the terms of the Company Partnership Agreement; no single such adjournment or postponement is for more than five Business Days except as may be required by federal securities Laws; and (ivC) other than in the case of any direct clause (iii), the Company Shareholders Meeting is not postponed to later than the date that is 10 Business Days after the date for which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent and that the Company will, and will cause its proxy solicitor to, use reasonable best efforts to solicit such additional proxies (or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any presence and affirmative vote in person of the UnitsCompany’s shareholders at the Company Shareholders Meeting) as expeditiously as reasonably possible, it being understood that time shall be of the essence. If, on any date for which the Company Shareholders Meeting is scheduled, the Incentive Distribution RightsCompany has not received proxies representing a sufficient number of Common Shares to obtain the Minority Shareholder Approval, the GP Interest Company will, at Parent’s request, postpone or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of adjourn the Company Shareholders Meeting on one or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options more occasions for up to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 30 days in the aggregate to allow for all transactions pursuant the solicitation of additional proxies to this subsection (vi); (vii) except for Permitted Encumbrances or as required obtain the Minority Shareholder Approval. The Company will also consider in good faith any other request by any Material Contract, lease, license, mortgage or otherwise encumber or subject Parent to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to postpone the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingShareholders Meeting.

Additional Agreements. SECTION 5.01 Conduct Section 6.01 Preparation of Business Prior to the ClosingForm S-4, Proxy Statement and Schedule 13E-3; Company Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of hereof the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, prepare and cause to keep available be filed with the services SEC a proxy statement to be sent to the stockholders of the current employees of RodeoCompany relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, Inc. the “Proxy Statement”) and Parent shall prepare and cause to preserve be filed with the current relationships SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and the Schedule 13E-3, and Parent and the Company shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the Company Subsidiaries other, and provide such other assistance, as may be reasonably requested in connection with customersthe preparation, contractholders filing and distribution of the Form S-4, the Schedule 13E-3 and the Proxy Statement, and the Form S-4, the Schedule 13E-3 and the Proxy Statement shall consider in good faith the inclusion of all information reasonably requested by such other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) party to be included therein. Each of the Company and Parent shall promptly notify the Company Subsidiaries other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4, the Schedule 13E-3 or the Proxy Statement and shall comply in provide the other with copies of all material respects with their respective obligations under all material contracts binding upon them as such obligations become due correspondence between it and with their respective obligations under applicable Law; and (iv) its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and the Company Subsidiaries Parent shall use their its reasonable best efforts to continue in force respond as promptly as reasonably practicable to any comments from the SEC with good respect to the Form S-4, the Schedule 13E-3 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 or the Schedule 13E-3 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and responsible insurance companies adequate insurance covering risks Parent (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such types and document or response), (ii) shall consider in good faith the inclusion in such amounts as are consistent document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed, but, in each case, the foregoing shall not apply to any document relating to a Change in Recommendation. Each of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with past practicethe Transactions. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If prior to the date hereof or Section 5.01 of the Disclosure LetterEffective Time, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly doevent occurs with respect to Parent, or propose any change occurs with respect to doother information supplied by Parent for inclusion in the Proxy Statement, any of the following, without Form S-4 or the prior written consent of BuyerSchedule 13E-3, which consent shall not is required to be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms described in an amendment of, or authorize a supplement to, the issuanceProxy Statement, salethe Form S-4 or the Schedule 13E-3, pledgeParent shall promptly notify the Company of such event, disposition, grant or Encumbrance and the Company and Parent shall cooperate in the prompt filing with the SEC of any Unitsnecessary amendment or supplement to the Proxy Statement, the Incentive Distribution RightsForm S-4 or the Schedule 13E-3 and, as required by Law, in disseminating the GP Interest information contained in such amendment or any other ownership interests (including without limitation general and limited partnership interestssupplement. Nothing in this Section 6.01(b) of shall limit the Company or any Company Subsidiary obligations of any class, or any options, warrants, convertible securities or other rights of any kind party under Section 6.01(a). (c) If prior to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitationEffective Time, any phantom interest, general partnership interest or limited partnership interest) of event occurs with respect to the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form S-4 or the Schedule 13E-3, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form S-4 or the Schedule 13E-3, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form S-4 or the Schedule 13E-3 and, as required by Law, in disseminating the information contained in such amendment or supplement. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) The Company shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting for the sole purposes of seeking the Company Requisite Stockholder Approvals, considering and voting (on a non-advisory basis) upon specified compensation that may become payable to certain of the UnitsCompany’s executive officers (if required), considering and voting upon a proposal to adjourn the Incentive Distribution RightsCompany Stockholders Meeting from time to time to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms time of the Company Partnership Agreement; (iv) Stockholders Meeting to obtain the Company Requisite Stockholder Approvals, and transacting such other than in business as may properly come before the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest Stockholders Meeting or any other ownership interests adjournment or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests postponement of the Company Stockholders Meeting. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act and to hold the Company Stockholders Meeting as soon as reasonably practicable after the Form S-4 becomes effective and (ii) subject to a Change in Recommendation, solicit the Company Requisite Stockholder Approvals. The Company shall, through the Company Board and the Special Committee, recommend to its stockholders that they give the Company Requisite Stockholder Approvals and shall include such recommendation in the Proxy Statement, except to the extent that the Company Board or any Special Committee shall have made a Change in Recommendation as permitted by Section 5.02(f) or Section 5.02(g). If on a date for which the Company Subsidiary in respect of, in lieu of, or in substitution of the UnitsStockholders Meeting is scheduled, the Incentive Distribution RightsCompany has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Requisite Stockholder Approvals, whether or not a quorum is present, the GP Interest Company shall have the right (but not the obligation) to make one or other ownership interests; (v) redeem, purchase more successive postponements or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests adjournments of the Company Stockholders Meeting, provided that (excluding any adjournments or postponements required by applicable Law) the Company Stockholders Meeting is not postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions agrees that its obligations pursuant to this subsection (vi); (vii) except for Permitted Encumbrances Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material communication to the Company and of any Company Acquisition Proposal, by the making of any Change in Recommendation or by the occurrence of an Intervening Event. Notwithstanding the foregoing, the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract may adjourn or in postpone the ordinary course of business, sell, transfer or otherwise dispose of, or agree Company Stockholders Meeting from time to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not time (i) currently conductedwith the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or (ii) currently contemplated to be conducted by if the Company determines an amendment or supplement to the Proxy Statement is required by applicable Law (iii) ancillary in which case the Company Stockholders Meeting shall be adjourned to ensure the amendment or supplement is provided to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise’s stockholders), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct 9.1 Preparation and Filing of Business Prior to the ClosingRegistration Statements, the Proxy/Consent Solicitation Statement and Other Filings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable after the date of this Agreement and Agreement, the time parties shall cooperate fully with each other in connection with the preparation of the ClosingRegistration Statements, except the Proxy/Consent Solicitation Statement and any other statements, reports or filings with the SEC or state or foreign securities regulators relating to the Transactions and any other materials to be disseminated by GM to its stockholders in connection with the Transactions (the foregoing being collectively referred to herein as set forth in Section 5.01 the "Disclosure Documents"). Each of the Disclosure Letter or Purchaser, GM and ▇▇▇▇▇▇, as contemplated by and to the extent applicable, shall take all commercially reasonable actions in order to cause the Registration Statements and any other provision Disclosure Documents, including any and all amendments thereto, to be executed and filed with the SEC and submitted or filed with any applicable foreign and state securities law regulators in accordance with Applicable Law, in each case as soon as reasonably practicable after the date hereof. The parties shall promptly provide each other with copies of, and consult with each other and prepare written responses with respect to, any written comments received from the SEC and other state and foreign securities regulators with respect to the Registration Statements, the Proxy/Consent Solicitation Statement and any other Disclosure Documents and promptly advise each other of this Agreementany oral comments received from the SEC and other state and foreign securities regulators, unless and, to the Buyer extent reasonably practicable under the circumstances, shall otherwise consent offer a reasonable opportunity to appropriate representatives of the other parties to participate in writingany telephone calls with the SEC or any state or foreign securities regulator the purpose of which is to discuss comments made by such regulators. The parties shall respond to any comments made by the SEC or any state or foreign securities regulator as soon as reasonably practicable following the receipt of such comments (it being understood and agreed that GM shall be expressly permitted to respond as it deems appropriate (subject to Purchaser's concurrence therewith, which consent concurrence shall not be unreasonably withheld or delayed: (i) to any comments by the businesses SEC or any state or foreign securities regulators relating to the formulation of the Company and the Company Subsidiaries shall Requisite Vote Matters to be conducted only in, and the Company and the Company Subsidiaries shall not take submitted by GM to its stockholders for approval). No amendment or supplement to any action except inRegistration Statement, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company Proxy/Consent Solicitation Statement or any Company Subsidiary has significant business relations; other Disclosure Document (iiior any related materials) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, will be filed or as reflected in the Company SEC Reports filed prior submitted to the date hereof SEC or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly state or indirectly do, foreign regulator or propose to do, publicly disseminated by any of the following, parties without the prior written consent approval of Buyerthe other parties, which consent shall not be unreasonably withheld or delayed: (i) amend, propose . The parties shall use reasonable best efforts to amend, or otherwise change its Certificate of Limited Partnership or cause the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind Registration Statements to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted be declared effective by the terms of the Credit Agreements; (x) enter, SEC and to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations obtain appropriate approvals from all other applicable foreign and state securities law regulators in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiaryaccordance with Applicable Law, except for any such change approvals the failure of which would not reasonably be expected to have a material adverse impact on the ability of the parties to consummate the transactions contemplated by the Transaction Agreements. The parties shall take all other actions with respect to the preparation and delivery of the Registration Statements, the Proxy/Consent Solicitation Statement and any other Disclosure Documents as required by U.S. GAAP;Section 7.2 hereof. (xiiib) payThe Purchaser shall, discharge and shall cause Merger Sub to, promptly furnish ▇▇▇▇▇▇ and GM with all information concerning the Purchaser, Merger Sub and, to the extent applicable and obtainable by the Purchaser or satisfy Merger Sub using reasonable best efforts, any material claimPurchaser Affiliate, litigationas may be requested for inclusion in the Registration Statements. GM and ▇▇▇▇▇▇ shall promptly furnish the Purchaser with all information concerning GM, liability or obligation ▇▇▇▇▇▇, any Subsidiary of ▇▇▇▇▇▇ (absolute, accrued, asserted or unasserted, contingent or otherwise), other than PanAmSat and HSSL) or, to the paymentextent obtainable by GM or ▇▇▇▇▇▇ using reasonable best efforts, discharge or satisfactionPanAmSat and HSSL, as may be requested for inclusion in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise Registration Statements. If at any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into time prior to the date hereof would be required Merger Effective Time, any information pertaining to be disclosed pursuant the Purchaser or Merger Sub contained in or omitted from the Registration Statements makes the statements contained therein false or misleading, the Purchaser shall promptly inform ▇▇▇▇▇▇ and GM and shall promptly provide the information necessary to Section 3.20;make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to any Purchaser Affiliate contained in or omitted from the Registration Statements, to the knowledge of the Purchaser, makes the statements contained therein false or misleading, the Purchaser shall promptly inform ▇▇▇▇▇▇ and GM and shall use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to GM, ▇▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat or HSSL) contained in or omitted from the Registration Statements makes the statements contained therein false or misleading, ▇▇▇▇▇▇ and GM shall promptly inform the Purchaser and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to PanAmSat or HSSL contained in or omitted from the Registration Statements, to the Knowledge of ▇▇▇▇▇▇, makes the statements contained therein false or misleading, ▇▇▇▇▇▇ shall promptly inform GM and the Purchaser and shall use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. (xixc) materially alter (through mergerThe Purchaser shall, liquidationand shall cause Merger Sub to, reorganizationpromptly furnish GM with all information concerning the Purchaser, restructuringMerger Sub and, conversion to the extent obtainable by the Purchaser or Merger Sub using reasonable best efforts, any Purchaser Affiliate, as may be requested for inclusion in the Proxy/Consent Solicitation Statement or any other fashionDisclosure Document. ▇▇▇▇▇▇ shall promptly furnish GM with all information concerning ▇▇▇▇▇▇, any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat and HSSL) or, to the corporate structure extent obtainable by ▇▇▇▇▇▇ using reasonable best efforts, PanAmSat and HSSL, as may be requested for inclusion in the Proxy/Consent Solicitation Statement or ownership any other Disclosure Document. GM and ▇▇▇▇▇▇ shall promptly furnish the Purchaser with all information concerning GM, ▇▇▇▇▇▇, any Subsidiary of ▇▇▇▇▇▇ (other than PanAmSat and HSSL) or, to the extent obtainable by GM or ▇▇▇▇▇▇ using reasonable best efforts, PanAmSat and HSSL, as may be requested for inclusion in the Proxy/Consent Solicitation Statement or any other Disclosure Document. If at any time prior to the Merger Effective Time, any information pertaining to the Purchaser or Merger Sub contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document makes the statements contained therein false or misleading, the Purchaser shall promptly inform GM and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to any Purchaser Affiliate contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document, to the knowledge of the Company Purchaser, makes the statements contained therein false or misleading, the Purchaser shall promptly inform GM and use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, any information pertaining to ▇▇▇▇▇▇ or any Company Subsidiary of ▇▇▇▇▇▇ (other than as contemplated by this Agreement; or (xxPanAmSat or HSSL) enter into contained in or omitted from the Proxy/Consent Solicitation Statement or any contractother Disclosure Document makes the statements contained therein false or misleading, agreement▇▇▇▇▇▇ shall promptly inform GM and the Purchaser and shall promptly provide the information necessary to make the statements contained therein not false or misleading. If at any time prior to the Merger Effective Time, commitment any information pertaining to PanAmSat or arrangement HSSL contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document, to do the Knowledge of ▇▇▇▇▇▇, makes the statements contained therein false or misleading, ▇▇▇▇▇▇ shall promptly inform GM and the Purchaser and use reasonable best efforts to promptly provide the information necessary to make the statements contained therein not false or misleading. If at any of time prior to the foregoingMerger Effective Time, any information pertaining to GM contained in or omitted from the Proxy/Consent Solicitation Statement or any other Disclosure Document makes the statements contained therein false or misleading, GM shall promptly inform the Purchaser and shall promptly provide the information necessary to make the statements contained therein not false or misleading.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE PARENT FORM ▇-▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇-▇, THE FORM 8-A AND THE PARENT PROXY STATEMENT; STOCKHOLDERS' MEETING. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company and Parent shall prepare and the time of Company shall file with the ClosingSEC the Proxy Statement, except the Newco Form S-4 and the Form 8-A and Parent shall prepare and file with the SEC the Parent Form S-4. The Proxy Statement will be included as set forth a prospectus in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless Newco Form S-4 and the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses Parent Form S-4. Each of the Company and Parent shall use its commercially reasonable efforts to have the Newco Form S-4 and the Parent Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Newco Form S-4 and the Parent Form S-4 are declared effective under the Securities Act. Each of Parent and the Company Subsidiaries shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be conducted only intaken under any applicable state securities laws in connection with, and in the case of Parent, the issuance of Parent Common Stock in the Merger and, in the case of the Company, the issuance of Newco Common Stock in the Split-Off. The Company shall furnish all information concerning the Company and the holders of Company Subsidiaries Common Stock, and Parent shall not take furnish all information concerning Parent, as may be reasonably requested in connection with any such action except inand the preparation, filing and distribution of the Proxy Statement, the ordinary course of business; (ii) the Company Newco Form S-4 and the Company Subsidiaries shall use Parent Form S-4. No filing of, or amendment or supplement to, the Parent S-4 will be made by Parent, and no filing of, or amendment or supplement to, the ▇▇▇▇▇ ▇-▇ or the Proxy Statement will be made by the Company, in each case without providing the other party a reasonable best efforts opportunity to preserve substantially intact their business organization, review and comment thereon. If at any time prior to keep available the services of the current employees of Rodeo, Inc. and Effective Time any information relating to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or Parent, or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with of their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationAffiliates, except as contemplated officers or directors, should be discovered by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, Parent which should be set forth in an amendment or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect supplement to any of the UnitsParent Form S-4, the Incentive Distribution RightsNewco Form S-4 or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the GP Interest party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any other ownership interestssupplement describing such information shall be promptly filed with the SEC and, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms extent required by law, disseminated to the stockholders of the Company Partnership Agreement; (iv) Company. The parties shall notify each other than in promptly of the case receipt of any direct comments from the SEC or indirect wholly-owned Company Subsidiary, combine, split its staff and of any request by the SEC or subdivide, directly its staff for amendments or indirectly, any of supplements to the UnitsProxy Statement, the Incentive Distribution RightsNewco Form S-4, the GP Interest Form 8-A or any the Parent Form S-4 or for additional information and shall supply each other ownership interests with copies of all correspondence between it or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliates, its staff on the other hand, which if entered into prior with respect to the Proxy Statement, the Newco Form S-4, the Parent Form S-4, the Form 8-A, the Merger or the other transactions contemplated by the Transaction Agreements. (b) The Company shall, as soon as practicable following the date hereof would be of this Agreement (taking into account any delays reasonably required as a result of the occurrence of any event described in the last sentence of this clause (b)), establish a record date following the date of this Agreement for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") solely for the purpose of obtaining the Stockholder Approval. Subject to be disclosed Section 5.02(b), the Company shall, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (and, if required, the other Transaction Agreements and the transactions contemplated thereby) and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 3.20; 6.01(b) shall not be affected by (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashioni) the corporate structure commencement, public proposal, public disclosure or ownership communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any Company Subsidiary other than as contemplated by committee thereof of such Board of Directors' or such committee's approval or recommendation of the Merger or this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Section 8.01 Proxy Statement and Schedule 13E-3. As promptly as reasonably practicable following the date hereof, the Company, with the assistance of Business Prior Parent and Merger Sub, shall prepare and, promptly after the Go Shop Period End Date (or earlier, if the Special Committee so directs), shall cause to be filed with the SEC a proxy statement (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”), in each case relating to the Closing. (a) Parent authorization and Rodeo, Inc. covenant and agree that, between adoption by the date Stockholders of this Agreement and the time Transactions, including the Merger. Each of the ClosingCompany, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Merger Sub shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available so that the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company Proxy Statement and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall Schedule 13E-3 will comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. The Company, with the assistance of, and after consultation with, Parent and Merger Sub, shall use their its reasonable best efforts to: (a) respond, as promptly as reasonably practicable, to continue in force any comments received from the staff of the SEC with good respect to such filings of the Proxy Statement and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. the Schedule 13E-3; (b) By way of amplification prepare and not limitationfile, except as contemplated by this Agreement, or promptly as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doreasonably practicable, any of the following, without the prior written consent of Buyer, which consent shall not amendments or supplements necessary to be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable filed in cash, stock, property or otherwise, with respect response to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances such comments or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any Law; (c) have cleared by the staff of its assets or properties, other than transactions that are in the ordinary course of business SEC the Proxy Statement and not material the Schedule 13E-3; and (d) to the Company and the Company Subsidiaries taken as a whole; (viii) except as extent required by any Material Contract or in the ordinary course of businessapplicable Law, sellas promptly as reasonably practicable, transfer or otherwise dispose ofprepare, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary file and distribute to the Company's current business, Stockholders any supplement or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable amendment to the Company's, Proxy Statement or the Schedule 13E-3 if any Company Subsidiary's, or Seller's officers or employees, except in event shall occur which requires such action at any time prior to the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee Stockholders’ Meeting. Each of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or Parent and Merger Sub shall promptly furnish all information concerning such party to the other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except parties as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or may be reasonably requested in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreementpreparation, enter into, amend, terminate filing and distribution of the Proxy Statement and the Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or waive its staff with respect to the Proxy Statement or the Schedule 13E-3 and of any provision of, requests by the SEC or its staff for any agreement amendments or arrangement, supplements to the Proxy Statement or enter into any transaction, the Schedule 13E-3 and shall promptly provide Parent with copies of all written correspondence between the Company and/or any Company Subsidiaryit and its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Parent shall promptly provide the Company with copies of any requests by the SEC or its staff for any amendments or supplements to the Schedule 13E-3 and with copies of all written correspondence between it and its Representatives, which if entered into on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing of the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent a reasonable opportunity to review and comment on such document or response and (ii) consider in good faith all comments proposed by Parent and its Representatives. If at any time prior to the date hereof would Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Merger Sub or Parent which should be set forth in an amendment or supplement to the Proxy Statement and/or the Schedule 13E-3 so that the Proxy Statement and/or the Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20; (xix) materially alter (through mergermake the statements therein, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any Company Subsidiary other than as contemplated supplement describing such information shall be filed with the SEC and, to the extent required by this Agreement; or (xx) enter into any contractapplicable Law, agreement, commitment or arrangement disseminated to do any of the foregoingStockholders.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 PREPARATION OF THE PROXY STATEMENT AND SCHEDULE 13E-3. (a) Parent The Company shall as promptly as practicable prepare and Rodeofile a proxy or information statement relating to the Stockholders' Meeting (together with all amendments, Inc. covenant supplements and agree thatexhibits thereto, between the date "Proxy Statement") with the SEC and will diligently respond to any comments of this Agreement the SEC or its staff and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practical time. The Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of the Closing, except as set forth in Section 5.01 mailing of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless Proxy Statement to the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses stockholders of the Company and be subject to adverse comment by the Company Subsidiaries shall be conducted only in, and SEC) as to the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services fairness of the current employees of Rodeo, Inc. transactions contemplated hereby and to preserve cause the current relationships same to be reproduced and furnished to its stockholders in connection with the Proxy Statement. The Company will notify Levy Acquisition Co. promptly of the Company receipt of any comments from the SEC or its staff and of any request by the Company Subsidiaries SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Levy Acquisition Co. with customers, contractholders and other Persons with whom copies of all correspondence between the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, which if entered into with respect to the Proxy Statement or the Merger. If at any time prior to the date hereof would Stockholders' Meeting there shall occur any event that the Company determines must or should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Levy Acquisition Co. reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board described in Section 5.2, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement. (b) The Company and Levy Acquisition Co. shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, the "Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be disclosed pursuant included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to Section 3.20; (xix) materially alter (through mergerany comments made by the SEC with respect to the Schedule 13E-3. As part of the disclosures required to be included in the Schedule 13E-3 with respect to Levy Acquisition Co., liquidation, reorganization, restructuring, conversion or in any other fashion) Levy Acquisition Co. shall state that it believes the corporate structure or ownership Merger Consideration is fair to all of the stockholders of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingLevy Stockholders.

Additional Agreements. SECTION 5.01 Conduct Section 5.01. Preparation of Business Prior to the ClosingProxy Statement and Schedule 13E-3; Stockholders’ Meeting . (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries Parent shall be conducted only inprepare, and the Company and shall file with the Company Subsidiaries shall not take any action except inSEC, the ordinary course of business; (ii) Proxy Statement. The Company shall cause the Company and Proxy Statement to be mailed to the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships stockholders of the Company and as promptly as practicable. Parent shall furnish to the Company Subsidiaries all information as may be reasonably requested by the Company in connection with customersthe preparation, contractholders filing and other Persons with whom distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to the Company's current businessProxy Statement, so that such document would not include any misstatement of a material fact or commence business operations omit to state any material fact necessary to make the statements therein, in any country outside light of the United States circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or Canada; (xi) increase supplement describing such information shall be promptly filed with the compensation payable or to become payable SEC and, to the Company'sextent required by Law, any Company Subsidiary's, or Seller's officers or employees, except in disseminated to the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee stockholders of the Company, Seller . The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between it or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any the SEC or the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into with respect to the Proxy Statement or the Merger. (b) Concurrently with the filing of the Proxy Statement with the SEC, Parent and its Affiliates shall prepare and file with the SEC, together with the Company, the Schedule 13E-3. Parent and the Company shall cause the Schedule 13E-3 to comply with the rules and regulations promulgated by the SEC and respond promptly to any comments of the SEC or its staff regarding the Schedule 13E-3. Each party agrees to provide the other party and its counsel with copies of any comments that such party or its counsel may receive from the staff of the SEC regarding the Schedule 13E-3 promptly after receipt thereof. The Company shall promptly furnish to Parent all information concerning the Company and its executive officers and directors as may reasonably be requested in connection with the preparation of the Schedule 13E-3. The Company and its counsel shall be given an opportunity to review and comment on the Schedule 13E-3 and each supplement, amendment or response to comments with respect thereto prior to filing with or delivering to the SEC. (c) The Company shall use its reasonable best efforts, as soon as practicable following the date hereof would of this Agreement, to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approvals; provided that such date may be extended to the extent reasonably necessary to permit the Company to file and distribute any material amendment to the Proxy Statement as is required by applicable law. Subject to be disclosed Section 4.02, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement and the Merger and shall include the Company Board Recommendation in the Proxy Statement. A Change in Recommendation permitted by Sections 4.02(e), (f) or (g) will not constitute a breach by the Company of this Agreement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company’s obligations pursuant to the first sentence of this Section 3.20; 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal (xix) materially alter (through mergerwhether or not a Superior Proposal). In addition, liquidationnotwithstanding any Change in Recommendation, reorganizationunless this Agreement is terminated pursuant to, restructuringand in accordance with, conversion or in any other fashion) Section 7.01, this Agreement shall be submitted to the corporate structure or ownership stockholders of the Company or any Company Subsidiary other than as contemplated by at the Stockholders’ Meeting for the purpose of adopting this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION Section 5.01 Conduct Preparation of Business Prior to the ClosingForm S-4 and the Company Proxy Statement; Company Stockholders' Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, Parent and the time Company shall jointly prepare and file with the SEC a document or documents that will constitute the Company Proxy Statement and the Form S-4. Each of Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, including, in the case of the ClosingCompany, except providing all information with respect to the Company to be included in the Form S-4. The Company will use all reasonable efforts to cause the Form S-4 and Company Proxy Statement to be mailed to Company's stockholders, and the Company and Parent will use all reasonable efforts to obtain Company Stockholder Approval and Parent Stockholder Approval, respectively, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Company Proxy Statement will be made by either Parent or the Company, without providing the other a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of Parent and the Company shall promptly inform the other of any request by the SEC for amendments or supplements to the Form S-4 or the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to the Company or Parent, as the case may be, copies of all correspondence and filings with the SEC with respect to the Form S-4 or the Company Proxy Statement, as applicable. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in Section 5.01 an amendment or supplement to any of the Disclosure Letter Form S-4 or as contemplated the Company Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by any other provision law, disseminated to the stockholders of this Agreement, unless the Buyer Company. No amendment or supplement to the information supplied by the Company for inclusion in the Form S-4 shall otherwise consent in writingbe made without the approval of the Company, which consent approval shall not be unreasonably withheld or delayed: (i. For purposes of Sections 5.01, 3.01(d) and 3.02(f), information concerning or related to the businesses of Company, its Subsidiaries or their respective Affiliates will be deemed to have been provided by the Company and the Company information concerning or related to Parent, its Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts Affiliates will be deemed to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practicehave been provided by Parent. (b) By way The Company shall, as soon as practicable following the date of amplification and not limitation, except as contemplated by this Agreement, or establish a record date (which shall be as reflected in soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold the Company SEC Reports filed prior Stockholder Meeting for the purpose of obtaining the Company Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Sections 4.02(b) and 7.01, the Company agrees that its obligations pursuant to the date hereof first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither communication to the Company nor of any Company Subsidiary Takeover Proposal. (c) Parent shall, between as soon as practicable following the date of this Agreement, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and take all other action necessary to obtain any necessary Parent Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the Closing, directly or indirectly do, or propose to do, any transactions contemplated hereby. Without limiting the generality of the followingforegoing but subject to its rights to terminate this Agreement pursuant to Section 7.01, without Parent agrees that its obligations pursuant to the prior written consent first sentence of Buyer, which consent this Section 5.01(c) shall not be unreasonably withheld affected by the commencement, public proposal, public disclosure or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material communication to the Company and the Company Subsidiaries taken as a whole;of any Takeover Proposal. (viii) except as required by any Material Contract or in the ordinary course Section 5.02 Letters of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current businessAccountants. If requested, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or Company shall use reasonable efforts to become payable cause to be delivered to Parent two letters from the Company's's independent accountants, any Company Subsidiary'sone dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfactioneach addressed to Parent, in the ordinary course of business, of liabilities reflected or reserved against form and substance reasonably satisfactory to Parent and customary in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or scope and substance for comfort letters delivered by independent public accountants in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior registration statements similar to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingForm S-4.

Additional Agreements. SECTION 5.01 Conduct Section 7.1 Preparation of Business Prior to the ClosingForm S-4. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement Agreement, Parent shall prepare and as promptly as practicable following the performance of the covenant contained in Section 7.9(c) hereof Parent shall file with the SEC the Form S-4. Parent shall use all reasonable efforts to have the Form S-4, declared effective under the Securities Act as promptly as practicable after such filing. (b) Each of the Company, Majority Shareholder and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Closingcircumstances under which they are made, except not misleading. The Form S-4 will comply as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and the requirements of the Securities Act. Notwithstanding the foregoing, no representation or covenant is made by Parent with their respective obligations under applicable Law; and (iv) respect to statements made or incorporated by reference based on information supplied in writing by the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated or Majority Shareholder for inclusion or incorporation by this Agreement, or as reflected reference in the Company SEC Reports filed Form S-4. If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent Effective Time there shall not be unreasonably withheld or delayed: occur (i) amend, propose any event with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any of its Subsidiaries, or with respect to other information supplied by Company Subsidiary or Majority Shareholder for inclusion in the Form S-4 or (ii) any event with respect to Parent which event is required to be described in an amendment of, or a supplement to the Form S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by applicable federal securities laws, disseminated to the shareholders of Company. (c) Parent shall promptly notify the Company of the receipt of any class, comments from the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest its staff or any other ownership interests (including, without limitation, appropriate government official and of any phantom interest, general partnership interest requests by the SEC or limited partnership interest) of the Company its staff or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make appropriate government official for amendments or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect supplements to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance filings with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or SEC in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate Merger and other Transaction or waive any provision of, any agreement or arrangement, or enter into any transaction, between for additional information and shall supply the Company and/or with copies of all correspondence between Parent or any Company Subsidiaryof its representatives, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother appropriate government official, on the other hand, which if entered into prior with respect thereto. Parent shall use their respective reasonable efforts to respond to any comments of the SEC with respect to the date hereof would be required Form S-4 as promptly as practicable (and to be disclosed pursuant the extent that Parent's ability to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) so respond depends upon the corporate structure or ownership response of the Company or Majority Shareholder, in turn, the Company and Majority Shareholder each agrees to use its reasonable efforts to permit Parent to so respond). The Company and Majority Shareholder shall provide Parent with all information necessary in order to prepare the Form S-4 and any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into information such party may obtain that could necessitate amending any contract, agreement, commitment or arrangement to do any of the foregoingForm S-4.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree The Company agrees that, between upon the date occurrence and during the continuance of this Agreement a Default hereunder, it will, at any time and from time to time, upon the time written request of the ClosingTrustee, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable its best efforts to preserve substantially intact their business organization, take or to keep available cause the services issuer of the current employees of Rodeo, Inc. Pledged Shares and to preserve the current relationships any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares, the "Pledged Securities") to take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of counsel for the Trustee to permit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Company Subsidiaries with customersTrustee, contractholders each Holder, any underwriter and other Persons with whom their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such Pledged Securities by the Trustee or any Holder expressly for use therein. The Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding further agrees, upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall written request referred to above, to use their reasonable its best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks qualify, file or register, or cause the issuer of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationPledged Securities to qualify, except as contemplated by this Agreement, file or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doregister, any of the following, without Pledged Securities under the prior written consent Blue Sky or other securities laws of Buyer, which consent shall not such states as may be unreasonably withheld or delayed: (i) amend, propose to amendrequested by the Trustee and keep effective, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated cause to be conducted kept effective, all such qualifications, filings or registrations. The Company will bear all costs and expenses of carrying out its obligations under this Section 10.13. The Company acknowledges that there is no adequate remedy at law for failure by the Company or (iii) ancillary it to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance comply with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit10.13 and that such failure would not be adequately compensable in damages, make or change any material Tax election or file any material amended Tax return; (xv) take any action and therefore agree that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided their agreements contained in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would Section 10.13 may be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingspecially enforced.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent During the Pre-Closing Period, subject to applicable Legal Requirements and Rodeoonly to the extent the integrity of any clinical trial is not compromised in any respect (as determined by the Company after consultation with outside legal counsel), Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) provide Parent with advance notice, if practicable, of any meetings or scheduled videoconferences or calls, in each case, that are substantive or reasonably likely to be substantive, that an Acquired Company has with the businesses FDA or EMA or any advisory committee thereof and permit a reasonable number of Representatives of Parent (not to exceed two) to attend any such meeting, videoconference or call, (ii) promptly notify Parent of any substantive notice or other substantive communication to an Acquired Company from the FDA or EMA or any advisory committee thereof with respect to any product or product candidate of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) promptly furnish Parent with all substantive correspondence, filings and written communications to be sent or received by an Acquired Company and their respective Representatives to or from, as the case may be, the FDA, EMA, any advisory committee thereof or its staff. Subject to applicable Legal Requirements and only to the extent reasonably practicable and the integrity of any clinical trial is not compromised in any respect (as determined by the Company and the Company Subsidiaries shall comply in all material respects after consultation with their respective obligations under all material contracts binding upon them as outside legal counsel), prior to attending any such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationmeeting, except as contemplated by this Agreementvideoconference or call, or as reflected in the Company SEC Reports filed prior responding to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor making any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, such communication with respect to any of the Unitsforegoing, the Incentive Distribution RightsCompany shall, and shall, as necessary, instruct its Representatives to, consult with Parent and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such meeting, videoconference, call, response or communication. Notwithstanding the foregoing, the GP Interest Company’s obligations set forth in this clause (a) shall only apply to the extent that the Company receives reasonable notice of such meeting, videoconference, call, communication or any other ownership interestscorrespondence. (b) Without limitation or contravention of the provisions of Section 6.2 (but subject to Section 6.2(e)), except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant subject to the terms and conditions of the Company Partnership this Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company Parent and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose ofshall use commercially reasonable efforts to take, or agree cause to sellbe taken, transfer or otherwise dispose ofall actions necessary to consummate the Offer and the Merger and make effective the other Transactions. Without limiting the generality of the foregoing, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant subject to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms and conditions of the Credit Agreements; (x) enterthis Agreement, to a material extent, any line of business that is not each Party shall (i) currently conductedmake all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Offer and the Merger and the other Transactions pursuant to any applicable Legal Requirements set forth on Schedule 6.7, (ii) currently contemplated use commercially reasonable efforts to obtain each Consent (if any) required to be conducted obtained pursuant to any applicable Legal Requirement or Material Contract set forth on Schedule 6.7 by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Party in connection with the transactions described in clause Transactions and (viiii) above; (xviii) except as provided in this Agreementuse commercially reasonable efforts to lift any restraint, enter intoinjunction or other legal bar to the Offer or the Merger brought by any third Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between each such notice given and each such Consent obtained by the Company and/or any Company Subsidiary, on during the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingPre-Closing Period.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF FORM F-4 AND PROXY STATEMENT/PROSPECTUS OR INFORMATION STATEMENT/PROSPECTUS; STOCKHOLDERS MEETING/WRITTEN CONSENT. (a) If required by Law in order to consummate the Merger, as soon as practicable following the expiration of the Offer, Parent and Rodeo, Inc. covenant the Company shall prepare and agree that, between file with the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: SEC (i) a post-effective amendment to the businesses Form F-4 for the offer and sale of the Parent ADSs pursuant to the Merger and in which a proxy statement prepared by the Company and Parent relating to the Company Stockholders Meeting (as amended or supplemented from time to time, the "PROXY STATEMENT") or an information statement prepared by the Company and Parent pursuant to Rule 14c-2 under the Exchange Act (as amended or supplemented from time to time, the "INFORMATION STATEMENT"), as applicable, which will contain the information required under Rule 13e-3 under the Exchange Act, will be included as a prospectus (the "POST-EFFECTIVE AMENDMENT") and (ii) together with Merger Sub, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (as supplemented or amended, the "SCHEDULE 13E-3"). Each of the Company and Parent shall notify the Company Subsidiaries other (and each shall be conducted only in, also notify the Special Committee and its counsel) promptly of the Company receipt of any comments from the SEC or its staff and of any request by the Company Subsidiaries shall not take any action except inSEC or its staff for amendments or supplements to the Post-Effective Amendment, the ordinary course of business; (ii) Proxy Statement, the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership Information Statement or the Company Partnership Agreement Schedule 13E-3 or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend for additional information and shall supply the terms of, other with copies of all correspondence between it or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, with respect to the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3 will be made by either party, without providing the other party a reasonable opportunity to review and comment thereon. Each of the Company and Parent shall use its reasonable best efforts to have the Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after its filing. The Company will use its reasonable best efforts to cause the Proxy Statement or Information Statement, as applicable, to be mailed to holders of the Company's capital stock as promptly as practicable after the Post-Effective Amendment is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which if entered into it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent ADSs pursuant to the Offer and the Merger, and the Company shall furnish all information concerning the Company and its stockholders as may be reasonably requested in connection with any such action and the preparation, filing and/or distribution of the Proxy Statement, the Information Statement and the Schedule 13E-3. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Post-Effective Amendment, the Proxy Statement, the Information Statement or the Schedule 13E-3, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated by the Company to holders of the Company's capital stock. (b) If required by Law in order to consummate the Merger, the Company shall establish, prior to or as soon as practicable following the date hereof upon which the Post-Effective Amendment becomes effective, a record date (which shall be prior to or as soon as practicable following the date upon which the Post-Effective Amendment becomes effective), and either duly call, give notice of, convene and hold a meeting of holders of the Company's capital stock (the "COMPANY STOCKHOLDERS MEETING") or follow all required procedures in soliciting consents from holders of Company Common Stock, for the purpose of seeking the Company Stockholder Approval, as applicable. In such event, the Proxy Statement or the Information Statement, as the case may be, shall include a description of the recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; PROVIDED, HOWEVER, that the Company Board or the Special Committee may determine not to make such recommendations or such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with outside legal counsel, that such recommendations would be required inconsistent with its fiduciary duties to be disclosed stockholders of the Company under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 3.20;6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Special Committee of its approval or recommendation of this Agreement, the Offer or the Merger. (xixc) materially alter (through mergerNotwithstanding the foregoing, liquidationif Parent, reorganization, restructuring, conversion Merger Sub or in any other fashion) the corporate structure or ownership subsidiary of Parent (other than the Company or any of its subsidiaries) shall acquire at least 90% of the outstanding shares of each class of capital stock of the Company Subsidiary other than entitled to vote on a merger and if permitted by Section 253 of the DGCL, at Parent's sole discretion, the parties shall take all necessary and appropriate action to cause the Merger to become effective as contemplated soon as practicable after the expiration of the Offer without a stockholders meeting or written consent in accordance with Section 253 of the DGCL (a "SHORT-FORM MERGER"). (d) Parent shall cause Merger Sub to vote any shares of Company Common Stock owned by it and not held in the Voting Trust in favor of the adoption of this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingif applicable.

Additional Agreements. SECTION 5.01 Conduct Without limitation or contravention of Business Prior the provisions of Section 4.03, and subject to the Closing. terms and conditions of this Agreement, Parent and the Company shall use commercially reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement, each Party to this Agreement shall (a) Parent make all filings (if any), maintain or obtain all Consents (if any) and Rodeo, Inc. covenant give all notices (if any) required to be made and agree that, between given by such Party in connection with the date of this Agreement and the time of the Closing, except as Transactions pursuant to any applicable Law or Material Contract set forth in Section 5.01 4.06 of the Company Disclosure Letter Schedule, (b) use commercially reasonable best efforts to lift any restraint, injunction or as other legal bar (other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the Arrangement brought by any third Person against such Party, (c) use commercially reasonable best efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, (d) cooperate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations hereunder, (e) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by applicable Law on it or its Subsidiaries with respect to this Agreement or the Arrangement, and (f) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by any other provision of this Agreement, unless the Buyer . This Section 4.06 shall otherwise consent in writingnot apply to approval under Antitrust Laws or Foreign Direct Investment Laws, which consent are the subject of Section 4.03. The Company shall not be unreasonably withheld or delayed: give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a reasonably current basis of any developments related to such notice) it becomes aware of (i) the businesses receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions or (ii) that any Legal Proceeding has been commenced or threatened in writing relating to or involving the Company or any Company Subsidiary that relates to the consummation of the Transactions. For the avoidance of doubt, the Company shall not be required to pay for any such consent, nor shall obtaining any such filing, notice or consent be a condition precedent to the Closing. During the Pre-Closing Period, the Company and its Subsidiaries shall keep Parent promptly informed in writing of any material communication (written or oral) with or from the FDA, Health Canada, or any other Governmental Body performing functions similar to those performed by the FDA related to a Company Product. The Company and the Company Subsidiaries shall be conducted only inconsult with, and the Company and the Company Subsidiaries shall not take consider any action except incomment from, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply Parent in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed faith prior to making any material submissions to or having material discussions with the date hereof or Section 5.01 of the Disclosure LetterFDA, Parent and RodeoHealth Canada, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind Governmental Body performing functions similar to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted those performed by the terms of FDA. The Company shall ensure that it has available (on hand or through capacity under a credit facility) funds to pay the Credit Agreements; (x) enterTermination Payment, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingpayable.

Additional Agreements. SECTION 5.01 Conduct Section 5.1 Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Company Stockholder Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between Form S-4/Proxy Statement. As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent prepare the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use commercially reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or cause the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company Form S-4 and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in Proxy Statement to comply with the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted applicable rules and regulations promulgated by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conductedSEC, (ii) currently contemplated to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and (iv) to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be conducted mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company or (iii) ancillary Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon and giving due consideration to such comments. Notwithstanding the immediately preceding sentence, the Company may amend or supplement the Proxy Statement to effect a Company Adverse Recommendation Change. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company's current business, Proxy Statement or commence business operations in any country outside the United States Form S-4 or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course for additional information and shall supply each other with copies of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller all correspondence between such party or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliates, its staff on the other hand, which if entered into with respect to the Proxy Statement, the Form S-4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the date hereof would be required Effective Time any information relating to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contractParent, agreement, commitment or arrangement to do any of their respective affiliates, officers or directors, should be discovered by the foregoingCompany or Parent which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 7.1 PREPARATION OF THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS; STOCKHOLDERS MEETINGS. (a) As promptly as practicable following the date hereof, Parent and Rodeo, Inc. covenant the Company shall jointly prepare and agree that, between file with the date SEC mutually acceptable preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the holders of this Agreement the Company's Common Stock at the Company's Stockholders Meeting and the time holders of the ClosingParent Common Stock at the Parent's Stockholders Meeting (such proxy statement/prospectus, except and any amendments or supplements thereto (the "JOINT PROXY STATEMENT/PROSPECTUS"), and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 with respect to (i) the issuance of Parent Common Stock in the Merger (the "FORM S-4") in which the Joint Proxy Statement/Prospectus will be included as set forth a prospectus and (ii) the amendments to its Certificate of Incorporation referred to in Section 5.01 SECTION 3.1(A). The Form S-4 and the Joint Proxy Statement/Prospectus shall comply in all material respects with the applicable provisions of the Disclosure Letter Securities Act and the Exchange Act. Each of Parent and the Company shall use all reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after filing it with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. The parties shall promptly provide copies to each other, consult with each other and jointly prepare written responses with respect to any written comments received from the SEC with respect to the Form S-4 and the Joint Proxy Statement/Prospectus and promptly advise the other party of any oral comments received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or as contemplated by supplement to the Joint Proxy Statement/Prospectus and Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation of this Agreement, unless reference) to the Buyer Joint Proxy Statement/Prospectus or Form S-4 shall otherwise consent in writingbe made without the approval of both parties, which consent approval shall not be unreasonably withheld or delayed: (i) . Parent agrees that none of the businesses information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent, its Subsidiaries and the Parent Stockholders Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company, its Subsidiaries and the Company Subsidiaries Stockholders Meeting shall be conducted only in, and deemed to have been supplied by the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceCompany. (b) By way The Company shall, as promptly as practicable following the execution of amplification and not limitation, except as contemplated by this Agreement, or as reflected in duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the required Company Stockholder Approval. The Company shall use its reasonable efforts to obtain the Company SEC Reports filed prior to Stockholder Approval and the date hereof or Section 5.01 Board of Directors of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date shall recommend adoption of this Agreement and by the Closing, directly or indirectly do, or propose to do, any stockholders of the followingCompany. Without limiting the generality of the foregoing, without the prior written consent Company agrees that its obligations pursuant to the first two sentences of Buyer, which consent this SECTION 7.1(B) shall not be unreasonably withheld or delayed: affected by (i) amendthe commencement, propose public proposal, public disclosure or communication to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; any other person of any Company Acquisition Proposal or Company Superior Proposal or (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, withdrawal or authorize modification by the issuance, sale, pledge, disposition, grant or Encumbrance Board of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) Directors of the Company or any Company Subsidiary committee thereof of any classsuch Board's or committee's approval or recommendation of the Merger or this Agreement. (c) Parent shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "PARENT STOCKHOLDERS MEETING") for the purpose of obtaining the required Parent Stockholder Approval. Parent shall use its reasonable efforts to obtain the Parent Stockholder Approval and the Board of Directors of Parent shall recommend approval by the stockholders of Parent of matters constituting the Parent Stockholder Approval. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to the first two sentences of this SECTION 7.1(C) shall not be affected by (i) the commencement, public proposal, public disclosure or any options, warrants, convertible securities or other rights of any kind communication to acquire any Units, the Incentive Distribution Rights, the GP Interest Parent or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case person of any direct Parent Acquisition Proposal or indirect wholly-owned Company Subsidiary, combine, split Parent Superior Proposal or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted the withdrawal or modification by the Company Board of Directors of Parent or (iii) ancillary to any committee thereof of such Board's or committee's approval or recommendation of the Company's current business, Merger or commence business operations in any country outside the United States or Canada;this Agreement. (xid) increase Merger Sub shall, immediately following execution of this Agreement, submit this Agreement to Parent, as the compensation payable or to become payable to sole stockholder of Merger Sub, for adoption and approval. Upon such submission, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement and approve the Company's, any Company Subsidiary's, or Seller's officers or employees, except transactions contemplated by this Agreement by unanimous written consent in the ordinary course lieu of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or a meeting in accordance with the provisions requirements of this Section 5.01;the DGCL and the Certificate of Incorporation and Bylaws of Merger Sub. (xive) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) The Company Stockholders Meeting and the Parent Stockholders Meeting shall take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, place on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior same date to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingextent practicable.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 Proxy Statement/Prospectus; Registration Statement; Other Filings; Board Recommendations. (a) As promptly as practicable after the execution of this Agreement, Company and Parent will prepare, and file with the SEC, the Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the S-4 in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and RodeoCompany shall provide promptly to the other such information concerning its business and financial statements and affairs as, Inc. covenant in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and agree thatthe S-4, between or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of Company and Parent will respond to any comments of the SEC, and will use its respective commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company will cause the Proxy Statement/Prospectus to be mailed to its shareholders at the earliest practicable time after the S-4 is declared effective by the SEC. As promptly as practicable after the date of this Agreement Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related securities laws in order to consummate the Merger and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as transactions contemplated by this Agreement, Agreement (the "OTHER FILINGS"). Each of Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or as reflected in its staff and of any request by the Company SEC Reports filed prior or its staff for amendments or supplements to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any UnitsS-4, the Incentive Distribution Rights, Proxy Statement/Prospectus and will supply the GP Interest other with copies of all correspondence between such party or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, which if entered into prior with respect to the date hereof would be S-4, the Proxy Statement/Prospectus or the Merger. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be disclosed pursuant set forth in an amendment or supplement to the Proxy Statement/Prospectus or the S-4, Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to shareholders of Company, such amendment or supplement. (b) Subject to Section 3.20; (xix5.2(c) materially alter (through mergerbelow, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership Proxy Statement/Prospectus will include the recommendation of the Board of Directors of Company or any Company Subsidiary other than as contemplated by in favor of approval of this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any the Agreement of Merger and approval of the foregoingMerger.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingForm S-4 and Proxy Statement/Prospectus; Company Stockholders Meeting. (a) As promptly as practicable following the date hereof, Parent and RodeoCompany shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, Inc. covenant and agree thatany amendments or supplements thereto, between the date "Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of this Agreement Parent Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger. Parent and the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Proxy Statement/ Prospectus to the other party and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus received from the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of the Company and Parent will inform the other party, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Form S-4 or the Proxy Statement/Prospectus, as the case may be, or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the ClosingCompany Stockholders Meeting, except as set forth will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in Section 5.01 light of the Disclosure Letter circumstances under which they were made, not misleading or as contemplated be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Stockholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Stockholders Meeting shall be deemed to have been supplied by the Company. Each of the Company and Parent will provide Parent or the Company, respectively, with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4, respectively, prior to filing such with the SEC, and will provide the other provision party with a reasonable number of this Agreement, unless copies of all such filings made with the Buyer SEC. No amendment or supplement to the information supplied by Parent or the Company for inclusion in the Proxy Statement/Prospectus shall otherwise consent in writingbe made without the approval of Parent or the Company, which consent approval shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way The Company shall, as promptly as practicable following the execution of amplification and not limitation, except as contemplated by this Agreement, or as reflected in duly call, give notice of, convene and hold a meeting of its stockholders (the "Company SEC Reports filed prior Stockholders Meeting") for the purpose of obtaining the Required Company Vote with respect to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date adoption of this Agreement and (provided that it is understood that it is the Closing, directly or indirectly do, or propose to do, any intention of the followingCompany that the Company Stockholder Meeting will, to the extent reasonably practicable, be scheduled such that it shall occur reasonably proximate to the Effective Time), and shall take all lawful action to solicit the adoption of this Agreement by the Required Company Vote, and subject to Section 5.4 and without limiting its rights under Section 7.1(f), the prior written consent Board of BuyerDirectors of the Company shall recommend adoption of this Agreement by the stockholders of the Company. Without limiting the generality of the foregoing and without limiting its rights pursuant to Sections 5.4 and 7.1(f), which consent the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be unreasonably withheld affected by the commencement, public proposal, public disclosure or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material communication to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; Acquisition Proposal (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN ActSection 5.4(b); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing).

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. Section 6.01. (a) Parent and Rodeo, Inc. covenant and agree that, between the date of this Agreement and the time Preparation of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Proxy Statement and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent’s Stockholders Meeting. Parent shall use its reasonable best efforts to preserve substantially intact their business organizationcall, hold and convene a meeting of its stockholders to keep available vote on the services approval of the current employees Note Satisfaction as soon as possible after the date hereof but in any event not later than the day before the Note Maturity Date (the “Parent Stockholders Meeting”). Subject to Section 6.01(b), the board of Rodeodirectors of Parent shall recommend to the Parent stockholders that the Parent stockholders vote to approve the Note Satisfaction (the “Recommendation”) and shall include such Recommendation in the Proxy Statement. In connection with the Parents’ Stockholders Meeting, Inc. Parent shall prepare and to preserve file with the current relationships of SEC as soon as reasonably practicable, but in any event, not later than 45 days after the Company date hereof the Proxy Statement in preliminary form, and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries Parent shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts respond as are consistent with past practice. (b) By way of amplification and not limitation, except promptly as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior practicable to the date hereof or Section 5.01 any comments of the Disclosure Letter, SEC with respect thereto. Parent shall use its reasonable best efforts to prepare and Rodeo, Inc. covenant file with the SEC the definitive Proxy Statement and agree that neither to cause the Company nor any Company Subsidiary shall, between definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any filing of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance definitive Proxy Statement with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) SEC. Parent shall take any action that would give rise required to a claim be taken under the WARN Act or any similar applicable state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or securities Laws in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate Note Satisfaction. Parent shall notify the Stockholders Representative promptly of the receipt of any comments from the SEC or waive its staff and of any provision of, request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Stockholders Representative with copies of all correspondence between Parent or any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryof its representatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, which if entered into prior with respect to the date hereof would be required Proxy Statement. Prior to be disclosed pursuant filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership comments of the Company SEC with respect thereto, Parent (i) shall provide the Stockholders Representative a reasonable opportunity to review such document or any Company Subsidiary other than response and (ii) shall consider in good faith comments proposed by the Stockholders Representative on such document or response. The Stockholders Representative shall furnish all information as contemplated may reasonably be requested by this Agreement; or (xx) enter into any contractParent in connection with the preparation, agreement, commitment or arrangement to do any filing and distribution of the foregoingProxy Statement. This Section 6.01(a) and Section 6.01(b) below shall apply from and after the Effective Time.

Additional Agreements. SECTION 5.01 Conduct Section 5.1 Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Company Stockholder Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between Form S-4/Proxy Statement. As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent prepare the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use commercially reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or cause the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company Form S-4 and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in Proxy Statement to comply with the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted applicable rules and regulations promulgated by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conductedSEC, (ii) currently contemplated to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and (iv) to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be conducted mailed to the Company's stockholders, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will be made by the Company or (iii) ancillary Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon and giving due consideration to such comments. Notwithstanding the immediately preceding sentence, the Company may amend or supplement the Proxy Statement to effect a Company Adverse Recommendation Change. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company's current business, Proxy Statement or commence business operations in any country outside the United States Form S-4 or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course for additional information and shall supply each other with copies of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller all correspondence between such party or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliates, its staff on the other hand, which if entered into with respect to the Proxy Statement, the Form S-4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the date hereof would be required Effective Time any information relating to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contractParent, agreement, commitment or arrangement to do any of their respective affiliates, officers or directors, should be discovered by the foregoingCompany or Parent which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Additional Agreements. SECTION 5.01 Conduct ‌ Section 6.1. Preparation of Business Prior to the Closing.Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meetings.‌ (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable following the date of this Agreement Agreement, Amedisys and OPCH shall prepare the Form S-4 and the time Joint Proxy Statement/Prospectus, and OPCH shall file the Form S-4, which shall include the Joint Proxy Statement/Prospectus as a prospectus, with the SEC. The parties shall consult each other in connection with setting a preliminary record date for each of the Closing, except as set forth in Amedisys Stockholders Meeting and the OPCH Shareholders Meeting and shall commence broker searches pursuant to Section 5.01 14a-13 of the Disclosure Letter or as contemplated by any other provision Exchange Act in connection therewith. Each of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Amedisys and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries OPCH shall use reasonable best efforts to preserve substantially intact have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Amedisys and OPCH shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement/Prospectus received from the SEC. OPCH and Amedisys shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus prior to filing such with the SEC. No filing of, or amendment or supplement to, the Form S-4 will be made by OPCH, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by OPCH or Amedisys, in each case without providing the other with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, this right of review and comment shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change or an OPCH Recommendation Change. Amedisys shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Amedisys’s stockholders, and OPCH shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to OPCH’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order with respect to the Form S-4, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement/Prospectus or comments on the Form S-4 or the Joint Proxy Statement/Prospectus and responses thereto or requests by the SEC for additional information relating thereto. If at any time prior to the Effective Time any information relating to Amedisys, OPCH or any of their business organizationrespective affiliates, officers or directors, should be discovered by Amedisys or OPCH that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to keep available the services extent required by Applicable Law, disseminated to the stockholders of Amedisys and OPCH. (b) Amedisys shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in accordance with the DGCL and the rules of the current employees NASDAQ for the purpose of Rodeoobtaining the Amedisys Stockholder Approval and shall, Inc. subject to the provisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to preserve its stockholders the current relationships adoption of this Agreement. Amedisys may only postpone or adjourn the Company Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) to allow reasonable additional time for the Company filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) OPCH shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “OPCH Stockholders Meeting”) in accordance with the DGCL and the Company Subsidiaries rules of the NASDAQ for the purpose of obtaining the OPCH Stockholder Approvals and shall, subject to the provisions of Section 5.3(b) and Section 5.3(d), through its Board of Directors, recommend to its stockholders the approval of the OPCH Share Issuance and the adoption of the OPCH Charter Amendment. OPCH may only postpone or adjourn the OPCH Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the OPCH Stockholder Approvals, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that OPCH has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of OPCH prior to the OPCH Stockholders Meeting. (d) Amedisys and OPCH shall use reasonable best efforts to hold the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) Subject to the terms and conditions of this Agreement, including Section 5.2 and Section 5.3, Amedisys and OPCH shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders (in the case of Amedisys) and OPCH’s stockholders (in the case of OPCH) proxies in favor of the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively, and (ii) take all other action necessary or advisable to secure the Amedisys Stockholder Approval and the OPCH Stockholder Approvals, respectively. (f) The only matters to be voted upon at each of the Amedisys Stockholders Meeting and the OPCH Stockholders Meeting are (i) the Merger, in the case of the Amedisys Stockholders Meeting, and the OPCH Share Issuance and the OPCH Charter Amendment, in the case of the OPCH Stockholders Meeting, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), in the case of the Amedisys Stockholders Meeting, and (iii) any adjournment or postponement of the Amedisys Stockholders Meeting or the OPCH Stockholders Meeting, as applicable, for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys or OPCH, respectively, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of OPCH or Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with approval of this Agreement and the transactions contemplated by this Agreement. (g) Without limiting the generality of the foregoing, (i) OPCH agrees that its obligations pursuant to this Section 6.1 to hold the OPCH Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to OPCH or any other person of any OPCH Alternative Transaction or the making of an OPCH Recommendation Change and (ii) Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (h) Each of Amedisys and OPCH agrees that none of the information supplied or to be supplied by such party (or its subsidiaries) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to OPCH's or Amedisys's stockholders or at the time of the OPCH Stockholders Meeting or the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Amedisys and OPCH will cause the Form S-4 and the Joint Proxy Statement/Prospectus to comply as to form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Securities Act and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement Exchange Act and the Closingrules and regulations thereunder. Notwithstanding the foregoing, directly no covenant is made by either Amedisys or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, OPCH with respect to any statements made or incorporated by reference therein based on information supplied by or on behalf of the Units, the Incentive Distribution Rights, the GP Interest other party (or any other ownership interests, except its subsidiaries) for (A) dividends and other distributions inclusion or incorporation by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than reference in the case of any direct Form S-4 or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingJoint Proxy Statement/Prospectus.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 6.01 Schedule 13E-3. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, but in any event within fifteen (15) Business Days after the date hereof, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the time SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the ClosingCompany, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Merger Sub shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available ensure that the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply Schedule 13E-3 complies in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior respond promptly to the date hereof or Section 5.01 any comments of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, SEC with respect to any the Schedule 13E-3. Each of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends Parent and other distributions by direct or indirect wholly-owned Company Subsidiaries Merger Sub shall provide reasonable assistance and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material cooperation to the Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the Company Subsidiaries taken as a whole; (viii) except as required by resolution of comments from the SEC. Upon its receipt of any Material Contract comments from the SEC or in its staff or any request from the ordinary course of businessSEC or its staff for amendments or supplements to the Schedule 13E-3, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course shall promptly notify Parent and Merger Sub and shall provide Parent with copies of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, all correspondence between the Company and/or any Company Subsidiaryand its representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. (b) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which if entered into they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the date hereof would Effective Time, any information, fact or circumstance relating to the Company, Parent, Merger Sub or any of their respective Affiliates, or any of their respective officers or directors, is discovered that should be set forth in an amendment or supplement to the the Schedule 13E-3 so that such Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20;make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information, fact or circumstance shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such to the shareholders of the Company; provided, that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon. (xixc) materially alter (through merger, liquidation, reorganization, restructuring, conversion or As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in any other fashionevent no later than three (3) days after such confirmation, the corporate structure Company shall (i) mail/distribute or ownership cause to be mailed/distributed the Schedule 13E-3 (together with the Plan of Merger) to the holders of Shares, including Shares represented by ADSs, as of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any date of such distribution of the foregoingSchedule 13E-3 (the “Record Date”); and (ii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”) and (B) provide the Schedule 13E-3 (together with the Plan of Merger) to all Record ADS Holders.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing6.01. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDER MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company shall prepare and file with the SEC the Proxy Statement and the time of Company and Parent shall prepare and Parent shall file with the ClosingSEC the Form S-4, except in which the Proxy Statement will be included as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses a prospectus. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company Subsidiaries as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be conducted only intaken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) furnish all information concerning the Company and the holders of shares of Company Subsidiaries shall use Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will made by the Company, without providing the other party and its counsel a reasonable best efforts opportunity to preserve substantially intact their business organization, review and comment thereon. If at any time prior to keep available the services of the current employees of Rodeo, Inc. and Effective Time any information relating to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Company's current businessextent required by Law, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable disseminated to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision stockholders of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior S-4 and the Proxy Statement. Pogo and Arch shall promptly prepare and file with the SEC the Proxy Statement and Pogo shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Pogo and Arch shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of Arch and Pogo shall use all reasonable efforts to cause the Proxy Statement to be mailed to stockholders of Arch at the earliest practicable date. Pogo shall use all reasonable efforts to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Pogo Common Stock in the Merger and upon the exercise of Arch Stock Options (as defined in Section 5.8), and Arch shall furnish all information concerning Arch and the holders of Arch Common Stock and Convertible Preferred Stock as may be reasonably requested in connection with obtaining such permits, approvals and registrations. If at any time prior to the Closing. (a) Parent Effective Time any event with respect to Arch or any of its Subsidiaries, or with respect to other information supplied by Arch for inclusion in the Proxy Statement or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and Rodeosuch amendment or supplement shall be promptly filed with the SEC and, Inc. covenant and agree thatas required by law, between disseminated to the date stockholders of this Agreement Arch. The Proxy Statement and the time of the ClosingS-4, except insofar as set forth in Section 5.01 of the Disclosure Letter it relates to Arch or its Subsidiaries or other information supplied by Arch for inclusion therein, will comply as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company provisions of the Exchange Act and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good rules and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed regulations thereunder. If at any time prior to the date hereof Effective Time any event with respect to Pogo or Section 5.01 any of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly doits Subsidiaries, or propose with respect to doother information supplied by Pogo or Sub for inclusion in the S-4, any of the following, without the prior written consent of Buyer, shall occur which consent shall not is required to be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms described in an amendment of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Unitsa supplement to, the Incentive Distribution RightsS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classSEC. The S-4, or any optionsinsofar as it relates to Pogo, warrants, convertible securities Sub or other rights Subsidiaries of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend Pogo or other distribution payable information supplied by Pogo or Sub for inclusion therein, will comply as to form in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance respects with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Exchange Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in and the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, rules and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingregulations thereunder.

Additional Agreements. SECTION 5.01 Conduct 5.01. Preparation of Business Prior to the Closing.Proxy Statement; Stockholders Meeting -------------------------------------------------------- (a) Parent As promptly as reasonably practicable following the date of - this Agreement, the Company shall prepare and Rodeofile with the SEC the Proxy Statement in preliminary form and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto, Inc. covenant to prepare and agree that, between file with the SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable following the date of this Agreement Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the time shall provide Parent with copies of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of all correspondence between the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Parent shall promptly provide any information or responses to comments or other assistance reasonably requested in connection with the foregoing. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, which if entered into prior the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable consideration to all comments proposed by Parent and (iii) shall not file or mail any such document or submit any response to the SEC to which Parent reasonably objects. (b) The Company shall, as promptly as practicable following the date hereof would of this Agreement, establish a record date (which will be required to be disclosed as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company --------------------- Stockholder Approval. Except as expressly permitted pursuant to Section 3.20; (xix4.02(b), the Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) materially alter (through mergershall not be affected by the commencement, liquidationpublic proposal, reorganization, restructuring, conversion public disclosure or in any other fashion) the corporate structure or ownership of communication to the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into person of any contract, agreement, commitment or arrangement to do any of the foregoingTakeover Proposal.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 DSNC PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; TEK PROXY STATEMENT; OTHER FILINGS; BOARD RECOMMENDATIONS. (a) Parent As promptly as practicable after the execution of this Agreement, DSNC and RodeoTek will prepare, Inc. covenant and agree thatfile with the SEC, between the DSNC Proxy Statement and the Tek Proxy Statement, and Tek will prepare and file with the SEC the Registration Statement in which the DSNC Proxy Statement will be included as a prospectus. Each of DSNC and Tek will respond to any comments of the SEC, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act and the DSNC Proxy Statement and the Tek Proxy Statement to be cleared by the SEC as promptly as practicable after such filings and, to the extent that presenting this Agreement and the Merger to DSNC's shareholders and Tek's shareholders for their respective approval and adoption would not violate applicable law, DSNC will cause the DSNC Proxy Statement to be mailed to the DSNC shareholders, and Tek will cause the Tek Proxy Statement to be mailed to the Tek shareholders, at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement Agreement, each of DSNC and Tek will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as transactions contemplated by this Agreement, or as reflected in Agreement (the Company SEC Reports filed prior to "Other Filings"). Each of DSNC and Tek will notify the date hereof or Section 5.01 of other promptly upon the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance receipt of any Units, comments from the Incentive Distribution Rights, the GP Interest SEC or its staff or any other ownership interests (including without limitation general government officials and limited partnership interests) of any request by the Company SEC or its staff or any Company Subsidiary of any classother government officials for amendments or supplements to the Registration Statement, the DSNC Proxy Statement, the Tek Proxy Statement, or any options, warrants, convertible securities Other Filing or for additional information and will supply the other rights with copies of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest all correspondence between such party or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and the SEC, or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother government officials, on the other hand, which if entered into prior with respect to the date hereof would be Registration Statement, the DSNC Proxy Statement, the Tek Proxy Statement, the Merger or any Other Filing. Each of DSNC and Tek will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever DSNC or Tek obtains knowledge of the occurrence of any event which is required to be disclosed pursuant set forth in an amendment or supplement to Section 3.20;the DSNC Proxy Statement, the Tek Proxy Statement, the Registration Statement or any Other Filing, DSNC or Tek, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of DSNC or Tek, such amendment or supplement. (xixb) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashionSubject to the provisions of Section 5.4(b) the corporate structure or ownership DSNC Proxy Statement will include the recommendation of the Company or any Company Subsidiary other than as contemplated by Board of Directors of DSNC, and the Tek Proxy Statement will include the recommendation of the Board of Directors of Tek, in favor of adoption and approval of this Agreement and approval of the Merger (except that notwithstanding anything to the contrary contained in this Agreement; or (xx) enter into any contract, agreementthe Board of Directors of DSNC or the Board of Directors of Tek may withdraw, commitment modify or arrangement refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties would require it to do any of the foregoingso).

Additional Agreements. SECTION 5.01 Conduct 5.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Shareholders' Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and Parent shall file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available have the services of Form S-4 declared effective under the current employees of Rodeo, Inc. and to preserve the current relationships of the Securities Act as promptly as practicable after such filing. The Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their its reasonable best efforts to continue cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in force any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with good the issuance of shares of Parent Common Stock in the Merger, and responsible insurance companies adequate insurance covering risks each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such types action and in such amounts as are consistent with past practice. (b) By way the preparation, filing and distribution of amplification the Form S-4 and not limitation, except as contemplated by this Agreementthe Proxy Statement. No filing of, or as reflected amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, in each case without providing the Company SEC Reports filed other party a reasonable opportunity to review and comment thereon. If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor Effective Time any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose information relating to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any Company Subsidiarymisstatement of a material fact or omit to state any material fact necessary to make the statements therein, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any light of the Unitscircumstances under which they are made, not misleading, the Incentive Distribution Rightsparty which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms extent required by Law, disseminated to the shareholders of the Company Partnership Agreement; (iv) Company. The parties shall notify each other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any promptly of the Unitstime when the Form S-4 has become effective, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units stop order or any other ownership interests suspension of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution qualification of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Parent Common Stock issuable in connection with the transactions described Merger for offering or sale in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangementjurisdiction, or enter into of the receipt of any transaction, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between the Company and/or it or any Company Subsidiaryof its Representatives, on the one hand, and any the SEC or the staff of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into prior with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4. (b) The Company shall use its reasonable best efforts to, within 120 days following the date hereof would be required to be disclosed pursuant of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") solely for the purpose of obtaining the Shareholder Approval. Subject to Section 3.20; (xix) materially alter (through merger4.02, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by shall, through its Board of Directors, recommend to its shareholders approval of this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company's obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal.

Additional Agreements. SECTION 5.01 Conduct Section 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Stockholder Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company shall prepare and file with the SEC the Proxy Statement and the time of Company and Parent shall prepare and Parent shall file with the ClosingSEC the Form S-4, except in which the Proxy Statement will be included as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses a prospectus. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company Subsidiaries as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be conducted only intaken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) furnish all information concerning the Company and the holders of shares of Company Subsidiaries shall use Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to the Proxy Statement will made by the Company, without providing the other party and its counsel a reasonable best efforts opportunity to preserve substantially intact their business organization, review and comment thereon. If at any time prior to keep available the services of the current employees of Rodeo, Inc. and Effective Time any information relating to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any classParent, or any optionsof their respective Affiliates, warrantsdirectors or officers, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Company's current businessextent required by Law, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable disseminated to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision stockholders of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as reasonably practicable following the date of this Agreement Agreement, RJR and ▇▇▇▇▇▇▇▇ American shall prepare and file with the SEC (i) the Proxy Statement in preliminary form and (ii) the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of RJR and B&W shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. Each of RJR and B&W shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. RJR shall use its reasonable best efforts to cause the Proxy Statement to be mailed to RJR's stockholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. RJR shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of ▇▇▇▇▇▇▇▇ American Common Stock in the Merger, and RJR shall furnish all information concerning RJR and the time holders of RJR Common Stock and rights to acquire RJR Common Stock pursuant to RJR Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the Closingreceipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, except as set forth in Section 5.01 on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Disclosure Letter SEC with respect thereto, each of RJR and B&W, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or as contemplated response, (ii) shall include in such document or response all comments reasonably proposed by any such other provision of this Agreement, unless party and (iii) shall not file or mail such document or respond to the Buyer shall otherwise consent in writingSEC prior to receiving such other party's approval, which consent approval shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof Effective Time, any event occurs with respect to RJR or Section 5.01 any RJR Subsidiary, or any change occurs with respect to other information supplied by RJR for inclusion in the Form S-4 or the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, RJR shall promptly notify B&W of such event, and RJR and B&W shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to RJR's stockholders. (c) If, prior to the Effective Time, any event occurs with respect to the B&W Business (other than with respect to an Excluded Asset or an Excluded Liability), or any change occurs with respect to other information supplied by B&W for inclusion in the Form S-4 or the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, B&W shall promptly notify RJR of such event, and B&W and RJR shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to RJR's stockholders. (d) RJR shall, as soon as reasonably practicable following effectiveness of the Disclosure LetterForm S-4, Parent duly call, give notice of, convene and Rodeo, Inc. covenant and agree that neither hold a meeting of its stockholders (the Company nor any Company Subsidiary "RJR Stockholders Meeting") for the purpose of seeking the RJR Stockholder Approval. RJR shall use its reasonable best efforts to cause the Proxy Statement to be mailed to RJR's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. RJR shall, between through the date RJR Board, recommend to its stockholders that they give RJR Stockholder Approval, except to the extent that the RJR Board shall have withdrawn or modified its approval or recommendation of this Agreement and or the Closing, directly or indirectly do, or propose to do, any Merger as permitted by Section 5.02(b). Without limiting the generality of the followingforegoing, without RJR agrees that its obligations pursuant to the prior written consent first sentence of Buyer, which consent this Section 6.01(d) shall not be unreasonably withheld or delayed: affected by (i) amendthe commencement, propose public proposal, public disclosure or communication to amend, RJR of any RJR Takeover Proposal or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, withdrawal or authorize modification by the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any RJR Board of its assets approval or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions recommendation of this Section 5.01; (xiv) settle Agreement or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingMerger.

Additional Agreements. SECTION 5.01 Conduct 5.01. Preparation of Business Prior to the ClosingForm F-4 and the Proxy Statement; Company Stockholders' Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company and Parent shall prepare and the time Company shall file with the SEC the Proxy Statement and Parent shall file with the SEC the Form F-4, in which the Proxy Statement shall be included as a prospectus. Each of the ClosingCompany and Parent shall use its commercially reasonable efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form F-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent ADSs in the Merger, except and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form F-4 shall be made by Parent, and no filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement shall be made by the Company, in each case without providing the other party the opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in Section 5.01 of an amendment or supplement to either the Disclosure Letter Form F-4 or as contemplated by any other provision of this Agreementthe Proxy Statement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: so that (i) the businesses Form F-4 would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall statements therein not take any action except in, the ordinary course of business; misleading or (ii) the Company Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organizationSEC and, to keep available the services extent required by law, disseminated to the stockholders of the current employees of Rodeo, Inc. and to preserve the current relationships Company. The parties shall notify each other promptly of the Company receipt of any comments from the SEC or its staff and of any request by the Company Subsidiaries with customers, contractholders and other Persons with whom the Company SEC or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, its staff for amendments or as reflected in the Company SEC Reports filed prior supplements to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership Proxy Statement or the Company Partnership Agreement Form F-4 or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, for additional information and shall supply each other with copies of all correspondence between it or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company SubsidiaryRepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliates, its staff on the other hand, which if entered into prior with respect to the Proxy Statement, the Form F-4 or the Merger. (b) The Company (i) shall, as soon as practicable following the date hereof would of this Agreement, establish a record date (which shall be required to be disclosed as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") solely for the purpose of obtaining the Company Stockholder Approval and (ii) except as expressly permitted pursuant to Section 3.20; (xix4.02(b), shall, through its Board of Directors, recommend to its stock holders the approval and adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement and use commercially reasonable efforts to solicit the Company Stockholder Approval. The Company agrees that its obligations pursuant to this Section 5.01(b) materially alter (through mergershall not be affected by the commencement, liquidationpublic proposal, reorganization, restructuring, conversion public disclosure or in any other fashion) the corporate structure or ownership of communication to the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into person of any contract, agreement, commitment or arrangement to do any of the foregoingTakeover Proposal.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 PREPARATION OF THE FORM S-4, JOINT PROXY STATEMENT; STOCKHOLDERS MEETINGS. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement Agreement, Parent and the time Company shall prepare, and Parent shall file with the SEC, the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the ClosingCompany shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act, except and for the Joint Proxy Statement to be cleared under the Exchange Act, as set forth in Section 5.01 of the Disclosure Letter or promptly as contemplated by practicable after such filing. Without limiting any other provision of this Agreementhereinabove contained, unless the Buyer shall otherwise consent in writingForm S-4 and the Joint Proxy Statement will contain, which consent shall not be unreasonably withheld without limitation, such information and disclosure reasonably requested by either Parent or delayed: the Company so that (i) the businesses Form S-4 conforms in both form and substance to the requirements of the Company and the Company Subsidiaries shall be conducted only inSecurities Act, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Joint Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. The Company and the Company Subsidiaries Parent shall each use reasonable best efforts to preserve substantially intact their business organizationcause the Joint Proxy Statement to be mailed to holders of Company Common Stock and Parent Common Stock, to keep available respectively, as promptly as practicable after the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceForm S-4 is declared effective. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent Effective Time there shall not be unreasonably withheld or delayed: occur (i) amend, propose any event with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any of its Subsidiaries, or with respect to other information supplied by Company Subsidiary for inclusion in the Form S-4 or the Joint Proxy Statement or (ii) any event with respect to Parent or its Subsidiaries, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Joint Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Form S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company and Parent. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any class, comments from the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest its staff or any other ownership interests (including, without limitation, appropriate government official and of any phantom interest, general partnership interest requests by the SEC or limited partnership interest) its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu ofits representatives, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest Parent or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or propertiesrepresentatives, other than transactions that are in as the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarycase may be, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother appropriate government official, on the other hand, which with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Joint Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Joint Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) Each of the Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting and Parent Stockholders Meeting, respectively, in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and Parent Stockholder Approval, respectively, and each shall coordinate with the other regarding the timing of such meetings. (e) Subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "COMPANY RECOMMENDATION"); provided, however, that the Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in the Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(e) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if entered into prior the Board of Directors of the Company shall have effected a Change in the Company Recommendation in accordance with this Agreement, then in submitting this Agreement to the Company's stockholders, the Board of Directors of the Company may submit this Agreement to the Company's stockholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger as of the date hereof would may not be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through mergerrescinded or amended), liquidation, reorganization, restructuring, conversion or in any other fashion) which event the corporate structure or ownership Board of Directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Joint Proxy Statement or any Company Subsidiary other than as contemplated an appropriate amendment or supplement thereto to the extent required by law. (f) The Board of Directors of Parent shall use its reasonable best efforts to obtain the Parent Stockholder Approval and to recommend to Parent's stockholders the approval and adoption of this Agreement; or , the Merger and the other transactions contemplated hereby (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing"PARENT RECOMMENDATION").

Additional Agreements. SECTION 5.01 Conduct Section 6.01. Preparation of Business Prior to the ClosingProxy Statement and Schedule 13E-3; Company Shareholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As reasonably promptly as practicable following the date of this Agreement Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the time Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall reasonably promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the ClosingSEC with respect thereto, except as set forth in Section 5.01 the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Disclosure Letter Proxy Statement or as response) and (ii) shall consider in good faith all comments proposed by Parent. (b) The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by any other provision of this Agreement, unless and furnish to each other all information concerning such party as may be reasonably requested in connection with the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses preparation of the Company and the Company Subsidiaries shall be conducted only inSchedule 13E-3, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) respond as reasonably promptly as practicable to any comments received from the Company SEC with respect to the Schedule 13E-3 and the Company Subsidiaries shall will consult with each other prior to providing such response, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use reasonable best efforts to preserve substantially intact their business organization, to keep available have cleared by the services staff of the current employees SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Schedule 13E-3. Each party shall reasonably promptly notify the other parties upon the receipt of Rodeoany comments from the SEC or any request from the SEC for amendments or supplements to the Schedule 13E-3 and shall provide the other parties with copies of all correspondence between such party and its Representatives, Inc. on the one hand, and the SEC, on the other hand. (c) If prior to preserve the current relationships of Effective Time any change occurs with respect to information supplied by Parent or its Affiliates for inclusion in the Proxy Statement or the Schedule 13E-3 which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent shall reasonably promptly notify the Company of such change, and Parent and the Company Subsidiaries shall cooperate in the prompt filing with customersthe SEC of any necessary amendment or supplement to the Proxy Statement or the Schedule 13E-3, contractholders as applicable, and other Persons with whom as required by Law, in disseminating the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and information contained in such amounts as are consistent with past practiceamendment or supplement to the Company’s shareholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (bd) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor Effective Time any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose event occurs with respect to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions information supplied by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than for inclusion in the case of any direct Proxy Statement or indirect wholly-owned Company Subsidiarythe Schedule 13E-3, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary which is required to be described in respect of, in lieu an amendment of, or in substitution of the Unitsa supplement to, the Incentive Distribution RightsProxy Statement or the Schedule 13E-3, the GP Interest or other ownership interests; (v) redeemCompany shall reasonably promptly notify Parent of such event, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of and the Company shall as reasonably promptly as practicable file any necessary amendment or any Company Subsidiary supplement to the Proxy Statement or rightsthe Schedule 13E-3, warrants or options to acquire any Unitsas applicable, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (includingwith the SEC and, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material ContractLaw, lease, license, mortgage disseminate the information contained in such amendment or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material supplement to the Company’s shareholders. Nothing in this Section 6.01(d) shall limit the obligations of any party under Section 6.01(a). (e) The Company shall, as promptly as reasonably practicable after the SEC confirms it has no further comments on the Proxy Statement and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of businessSchedule 13E-3, sellduly call, transfer or otherwise dispose give notice of, or agree to sell, transfer or otherwise dispose of, any convene and hold the Company Shareholders Meeting for the purpose of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, seeking the Company Shareholder Approval; and (ii) currently contemplated to be conducted by in accordance with Section 14A of the Company or (iii) ancillary Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company's current business’s shareholders for a non-binding, or commence business operations in any country outside the United States or Canada; (xi) increase the advisory vote to approve certain compensation payable or to that may become payable to the Company's, any Company Subsidiary's, or Seller's ’s named executive officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause completion of the Merger. The Company shall use its reasonable best efforts to (vii) above; cause the Proxy Statement to be mailed to the Company’s shareholders; and (xviiiii) except as provided in this Agreementsubject to Section 5.04(d), enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between solicit the Company and/or Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement and the Schedule 13E-3, in each case, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.04(d). The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Shareholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal, by the making of any Adverse Recommendation Change by the Company SubsidiaryBoard or by any other development; provided, on however, that if the one hand, and any public announcement of their respective officers, directors, unitholders, owners an Adverse Recommendation Change or Affiliates, on the other hand, which if entered into delivery of notice by the Company to Parent pursuant to Section 5.04(d)(i) occurs less than 10 Business Days prior to the Company Shareholders Meeting, the Company shall be entitled to postpone the Company Shareholders Meeting to a date hereof would be required not more than 10 Business Days after the date such Company Shareholders Meeting had previously been scheduled (but in no event to a date after the date that is five Business Days before the End Date). (f) The Company may, with Parent’s consent (such consent not to be disclosed pursuant to Section 3.20; unreasonably withheld, conditioned or delayed), adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashionx) the corporate structure Company reasonably believes that (i) such adjournment, recess, reconvening or ownership postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement or the Schedule 13E-3 is provided to the holders of Company Shares within a reasonable amount of time in advance of the Company or any Company Subsidiary other than Shareholders Meeting, (ii) after consultation with Parent, as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingtime for which the Company Shareholders Meeting is then scheduled (as set forth in the Proxy Statement), (A) there will be an insufficient number of Company Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Shareholder Approval, or (iii) such adjournment, recess, reconvening or postponement is required by Law, or (y) Parent reasonably requests such adjournment, recess, reconvening or postponement. The Company shall keep Parent updated with reasonable frequency with respect to proxy solicitation results.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.5.1 PREPARATION OF THE PROXY STATEMENT; STOCKHOLDERS MEETING (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company shall prepare and file with the SEC the Proxy Statement. The Company Subsidiaries shall be conducted only in, and promptly notify the Company and Parent of any comments from the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company SEC or its staff or any Company Subsidiary has significant business relations; (iii) request from the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, SEC or as reflected in the Company SEC Reports filed prior its staff for amendments or supplements to the date hereof or Section 5.01 Proxy Statement and shall promptly provide copies of the Disclosure Letter, Parent all correspondence between it and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Each of the Company and the Parent shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after all such SEC comments have been resolved. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the Parent's approval, which if entered into prior to approval shall not be unreasonably withheld, delayed or conditioned. (b) The Company shall, as promptly as practicable following the date hereof would be required of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETING") for the purpose of obtaining Stockholder Approval, regardless of whether the Board of Directors of the Company determines at any time that this Agreement or the Merger is no longer advisable or recommends that the stockholders of the Company reject this Agreement or the Merger, in all cases subject to its rights under Section 4.2(b). The Company shall cause the Stockholders Meeting to be disclosed held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement, in each case subject to its rights under Section 4.2(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 3.20; (xix5.1(b) materially alter (through mergerto take actions to and hold the Stockholders Meeting for the purpose of obtaining Stockholder Approval shall not be affected by the commencement, liquidationpublic proposal, reorganization, restructuring, conversion public disclosure or in any other fashion) the corporate structure or ownership of communication to the Company or any Company Subsidiary other than as contemplated by this Agreement; orperson of any Takeover Proposal. (xxc) enter into any contract, agreement, commitment or arrangement to do any The Company agrees that none of the foregoinginformation included or incorporated by reference in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the Company's stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. (d) The Company shall retain an agent, on terms or conditions acceptable to the Parent, for the purpose of soliciting proxies on behalf of the Company for the Stockholders Meeting.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing5.1 PREPARATION OF THE FORM S-4, PROXY STATEMENT; STOCKHOLDERS MEETING. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable following the date of this Agreement Agreement, Parent and the time Company shall prepare, and Parent shall file with the SEC, the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the ClosingCompany shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act, except and for the Proxy Statement to be cleared under the Exchange Act, as set forth in Section 5.01 of the Disclosure Letter or promptly as contemplated by practicable after such filing. Without limiting any other provision of this Agreementhereinabove contained, unless the Buyer shall otherwise consent in writingForm S-4 and the Proxy Statement will contain, which consent shall not be unreasonably withheld without limitation, such information and disclosure reasonably requested by either Parent or delayed: the Company so that (i) the businesses Form S-4 conforms in both form and substance to the requirements of the Company and the Company Subsidiaries shall be conducted only inSecurities Act, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Proxy Statement conforms in both form and substance to the requirements of the Exchange Act. The Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, cause the Proxy Statement to keep available be mailed to holders of Company Common Stock as promptly as practicable after the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceForm S-4 is declared effective. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If at any time prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent Effective Time there shall not be unreasonably withheld or delayed: occur (i) amend, propose any event with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any of its Subsidiaries, or with respect to other information supplied by Company Subsidiary for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any class, comments from the SEC or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest its staff or any other ownership interests (including, without limitation, appropriate government official and of any phantom interest, general partnership interest requests by the SEC or limited partnership interest) its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu ofits representatives, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest Parent or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or propertiesrepresentatives, other than transactions that are in as the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarycase may be, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother appropriate government official, on the other hand, which with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the "COMPANY RECOMMENDATION"); provided, however, that the Company's Board of Directors shall not be required to make such Company Recommendation to the extent that it is permitted to effect a Change in the Company Recommendation pursuant to Section 4.3. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and the Merger and nothing contained herein shall be deemed to relieve the Company of such obligation, provided, however, that if entered into prior the Board of Directors of the Company shall have effected a Change in the Company Recommendation in accordance with this Agreement, then in submitting this Agreement to the Company's stockholders, the Board of Directors of the Company may submit this Agreement to the Company's stockholders without recommendation (although the resolutions adopting this Agreement and the Plan of Merger as of the date hereof would may not be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through mergerrescinded or amended), liquidation, reorganization, restructuring, conversion or in any other fashion) which event the corporate structure or ownership Board of Directors of the Company may communicate the basis for its lack of a recommendation to the Company's stockholders in the Proxy Statement or any Company Subsidiary other than as contemplated an appropriate amendment or supplement thereto to the extent required by this Agreement; orlaw. (xxe) enter into any contract, agreement, commitment or arrangement The Company shall coordinate and cooperate with Parent with respect to do any the timing of the foregoingCompany Stockholders Meeting.

Additional Agreements. SECTION 5.01 Conduct 5.1 Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Stockholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and Parent shall use best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all best efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock and Company Preferred Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of the Parent Common Stock and the Parent New Preferred Stock in the Merger and the Company Subsidiaries shall be conducted only in, and furnish all information concerning the Company and the holders of Company Subsidiaries shall not take Common Stock as may be reasonably requested in connection with any action except insuch action. No filing of, or amendment or supplement to, the ordinary course of business; (ii) Form S-4 or the Proxy Statement will be made by Parent or the Company without providing the other with the opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock and the Parent New Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company Subsidiaries or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use reasonable best efforts to preserve substantially intact their business organizationpromptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to keep available the services of extent required by law, disseminated to the current employees of Rodeo, Inc. and to preserve the current relationships stockholders of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceParent. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the The Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between as promptly as practicable after the date of this Agreement and Form S-4 is declared effective under the ClosingSecurities Act, directly or indirectly doduly call, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose give notice of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general convene and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any hold a meeting of its assets or properties, other than transactions that are in stockholders (the ordinary course of business and not material to the "Company and the Company Subsidiaries taken as a whole; (viiiStockholders Meeting") except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions DGCL for the purpose of obtaining the Company Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.2(b), shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), the Company agrees that its obligations pursuant to the first sentence of this Section 5.01; (xiv5.1(b) settle shall not be affected by the commencement, public proposal, public disclosure or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise communication to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingTakeover Proposal.

Additional Agreements. SECTION 5.01 Conduct Section 5.1 Preparation of Business Prior to the ClosingForm S-4 Proxy Statement; Shareholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use reasonable best efforts to preserve substantially intact their business organizationhave the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use all reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders and Parent shall use all reasonable best efforts to cause the Proxy Statement to be mailed to Parent's shareholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to keep available be taken under any applicable foreign and state securities laws in connection with the services issuance of Parent Common Stock in the current employees of Rodeo, Inc. Merger and to preserve the current relationships of Company shall furnish all information concerning the Company and the holders of the Company Subsidiaries Common Stock as may be reasonably requested in connection with customersany such action. No filing of, contractholders or amendment or supplement to, the Form S-4 will be made by Parent, and other Persons with whom no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company or any Company Subsidiary has significant business relations; (iii) Parent, in each case, without providing the Company other party and its respective counsel the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due reasonable opportunity to review and with their respective obligations under applicable Law; and (iv) comment thereon. Parent will advise the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationCompany, except as contemplated by this Agreementpromptly after it receives notice thereof, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither time when the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest Form S-4 has become effective or any other ownership interests (including without limitation general and limited partnership interests) of the Company supplement or any Company Subsidiary of any classamendment has been filed, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any other ownership interests request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or any Company Subsidiary in respect of, in lieu ofParent, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets their respective affiliates, officers or propertiesdirectors, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to the Company's current businessForm S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or commence business operations omit to state any material fact necessary to make the statements therein, in any country outside light of the United States circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or Canada; (xi) increase supplement describing such information must be promptly filed with the compensation payable or to become payable SEC and, to the Company'sextent required by Law, any Company Subsidiary's, or Seller's officers or employees, except in disseminated to the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee shareholders of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree The Company agrees that, between upon --------------------- the date occurrence and during the continuance of this Agreement a Default hereunder, it will, at any time and from time to time, upon the time written request of the ClosingTrustee, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable its best efforts to preserve substantially intact their business organization, take or to keep available cause the services issuer of the current employees of Rodeo, Inc. Pledged Shares and to preserve the current relationships any other securities distributed in respect of the Pledged Shares (collectively with the Pledged Shares, the "Pledged Securities") to take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of counsel for the Trustee to permit the public sale of such Pledged Securities. The Company further agrees to indemnify, defend and hold harmless the Company Subsidiaries with customersTrustee, contractholders each Holder, any underwriter and other Persons with whom their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to the Trustee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such Pledged Securities by the Trustee or any Holder expressly for use therein. The Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding further agrees, upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall written request referred to above, to use their reasonable its best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks qualify, file or register, or cause the issuer of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationPledged Securities to qualify, except as contemplated by this Agreement, file or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doregister, any of the following, without Pledged Securities under the prior written consent Blue Sky or other securities laws of Buyer, which consent shall not such states as may be unreasonably withheld or delayed: (i) amend, propose to amendrequested by the Trustee and keep effective, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated cause to be conducted kept effective, all such qualifications, filings or registrations. The Company will bear all costs and expenses of carrying out its obligations under this Section 10.13. The Company acknowledges that there is no adequate remedy at law for failure by the Company or (iii) ancillary it to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance comply with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit10.13 and that such failure would not be adequately compensable in damages, make or change any material Tax election or file any material amended Tax return; (xv) take any action and therefore agree that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided their agreements contained in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would Section 10.13 may be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingspecially enforced.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 6.1 PREPARATION OF FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS. (a) As promptly as practicable after the execution of this Agreement, the Company and Parent shall cooperate with each other regarding, and, prepare and Rodeofile with the SEC, Inc. covenant a proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Proxy Statement/Prospectus”) relating to the meeting of the Company’s stockholders to be held to consider approval of the Merger (the “Company Voting Proposal”), and agree thatParent shall prepare and file a registration statement on Form S-4 (in which the Proxy Statement/Prospectus will be included) pursuant to which the issuance of Parent Common Shares, between if any, to be issued in the date Merger will be registered under the Securities Act (the “Registration Statement”). Subject to the provisions of Section 6.4, the Proxy Statement/Prospectus shall include the recommendation of the Company Board to the stockholders of the Company in favor of approval this Agreement and the time Merger (the “Company Recommendation”). The Company and Parent will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the ClosingSecurities Act, except the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use all reasonable efforts to have or cause the Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as set forth in Section 5.01 promptly as practicable. Without limiting the generality of the Disclosure Letter foregoing, each of the Company and Parent shall cause its respective officers, directors, employees, financial advisors, agents or other representatives (“Representatives”) to fully cooperate with the other party and its respective Representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its Affiliates as contemplated by the other may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall use commercially reasonable best efforts to take all actions required under any other provision applicable federal or state securities or Blue Sky Laws in connection with the issuance of this AgreementParent Common Shares pursuant to the Merger, unless if any, and will pay all filing fees incident thereto. As promptly as practicable after the Buyer Registration Statement becomes effective, the Company shall otherwise consent in writingcause the Proxy Statement/Prospectus to be mailed to its stockholders. (b) Without limiting the generality of the foregoing, which consent shall not be unreasonably withheld or delayed: prior to the Effective Time (i) the businesses of the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Company Subsidiaries shall be conducted only inProxy Statement/Prospectus or the Registration Statement, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and Parent shall each notify the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available other as promptly as practicable after the services receipt by it of any written or oral comments of the current employees SEC on, or of Rodeoany written or oral request by the SEC for amendments or supplements to, Inc. the Proxy Statement/Prospectus or the Registration Statement, and to preserve shall promptly supply the current relationships other with copies of the Company all correspondence between it or any of its Representatives and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Unitsforegoing filings. (c) Prior to the mailing of the Proxy Statement/Prospectus, the Incentive Distribution Rights, Company shall designate The ▇▇▇▇▇▇ Group or another agent reasonably acceptable to Parent to act as the GP Interest or any other ownership interests, except solicitor for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms purpose of soliciting proxies from the Company’s stockholders for the approval of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingVoting Proposal.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 6.01. Schedule 13E-3. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company, THL and Parent shall jointly prepare and cause to be filed with the time SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the ClosingCompany, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company THL and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available ensure that the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall Schedule 13E-3 will comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company requirements of the Exchange Act and the Company Subsidiaries rules and regulations promulgated thereunder. Each of the Company, THL and Parent shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior respond promptly to the date hereof or Section 5.01 any comments of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, SEC with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee Schedule 13E-3. Each of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for THL and Parent shall furnish all information concerning such party to the benefit of any director, officer or employee except others as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or may be reasonably requested in connection with the transactions described preparation, filing and distribution of the Schedule 13E-3 and the resolution of comments from the SEC. The Company shall promptly, and in clause any event within twenty-four (vi24) above; (xviii) except as provided in this Agreementhours, enter into, amend, terminate notify THL and Parent upon the receipt of any comments from the SEC or waive its staff or any provision of, any agreement request from the SEC or arrangement, its staff for amendments or enter into any transaction, supplements to the Schedule 13E-3 and shall provide THL with copies of all correspondence between the Company and/or any Company Subsidiaryand its representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC and its staff, on the other hand. Prior to filing or mailing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide THL and Parent a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith any comments reasonably proposed by THL and Parent. THL and Parent shall provide reasonable assistance and cooperation to the Company in the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. (b) Each of the Company, THL and Parent agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by the Company, THL or Parent, as applicable, expressly for inclusion or incorporation by reference in the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares, contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which if entered into they were made, not misleading. Each of the Company, THL and Parent further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state a material fact required to be made therein, or necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If at any time prior to the date hereof Effective Time, any event or circumstance relating to the Company, THL or Parent, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Schedule 13E-3 so that such document would be not include any misstatement of a material fact or omit to state a material fact required to be disclosed pursuant made therein, or necessary in order to Section 3.20; (xix) materially alter (through mergermake the statements made, liquidationin the light of the circumstances under which they were made, reorganizationnot misleading, restructuring, conversion the party discovering such event or in any circumstance shall promptly inform the other fashion) parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the corporate structure or ownership SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and THL, as the case may be, shall consult with each other with respect to such amendment or any Company Subsidiary supplement and shall afford the other than as contemplated by this Agreement; orparty and their Representatives a reasonable opportunity to comment thereon. (xxc) enter into As soon as practicable after the SEC staff confirms that it has no further comments on the Schedule 13E-3 but in any contractevent no later than five (5) Business Days after such confirmation, agreement, commitment or arrangement the Company shall (i) establish a record date for determining shareholders of the Company to whom the Schedule 13E-3 will be mailed/distributed (the “Record Date”) and shall not change such Record Date unless required to do any so by applicable Law; (ii) mail/distribute or cause to be mailed/distributed the Schedule 13E-3 to the holders of Shares, including Shares represented by ADSs, as of the foregoingRecord Date; and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed and (B) provide the Schedule 13E-3 to all such holders of ADSs.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement, Parent and the Company shall prepare and the Company shall file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus with respect to the issuance of Parent Shares in the Merger. Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary under all applicable laws to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on a proposal to adopt this Agreement and approve the time Merger (the "Stockholders Meeting"). The Stockholders Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall ensure that all proxies solicited in connection with the Stockholders Meeting are solicited in compliance with all applicable laws. Notwithstanding the foregoing provisions of Section 6.01(a) and (b) Parent shall have the right to delay (i) the effectiveness of the ClosingS-4 and/or (ii) date of the Stockholders Meeting if the condition to the parties obligation to close the Merger contained in Section 7.01(b) shall not be fulfilled. (c) Subject to Section 6.01(d): (i) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company recommends that the Company's stockholders vote to adopt this Agreement at the Stockholders Meeting (the recommendation of the Company's Board of Directors that the Company's stockholders vote to adopt this Agreement being referred to as the "Company Board Recommendation"); and (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, except as and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (d) Notwithstanding anything to the contrary contained in Section 6.01(c), at any time prior to the adoption of this Agreement by the requisite Stockholder Approval, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent if: (i) a proposal to acquire (by merger or otherwise) more than fifty percent of the outstanding shares of Company Common Stock is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least two business days prior notice of any meeting of the Company's Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Proposal; (iii) the Company's Board of Directors determines in good faith (based upon an opinion of an independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Proposal; (iv) the Company's Board of Directors determines in good faith, after having taken into account the written advice of the Company's outside legal counsel, that, in light of such Superior Proposal, the withdrawal or modification of the Company Board Recommendation is required in order for the Company's Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law; and (v) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 5.01 5.04 in any material respect. (e) The Company's obligation to call, give notice of and hold the Stockholders Meeting in accordance with Section 6.01(b) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any withdrawal or modification of the Disclosure Letter or as contemplated by any other provision of Company Board Recommendation. (f) Notwithstanding anything to the contrary contained in this Agreement, unless if the Buyer Company Board Recommendation shall otherwise consent be withdrawn or modified in writinga manner adverse to Parent, which consent shall not be unreasonably withheld or delayedthen, at the request of Parent: (i) the businesses Company shall call, give notice of and hold the Company Stockholders Meeting on a date and the Company Subsidiaries shall be conducted only in, at a time and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of businessplace determined by Parent; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts set a record date for persons entitled to preserve substantially intact their business organizationnotice of, to keep available the services of the current employees of Rodeo, Inc. and to preserve vote at, the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relationsStockholders Meeting; (iii) the Company shall cause its transfer agent to make a stockholder list and other stock transfer records relating to the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; andavailable to Parent; (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor waive any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement standstill or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind provisions applicable to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interestsParent; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests a copy of the opinion of Company or any Financial Advisor shall be included in the Proxy Statement, provided that the Proxy Statement may also include such additional disclosure regarding such opinion as Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests;Financial Advisor may reasonably request; and (vi) acquire or agree the Company shall render such other reasonable assistance to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 Parent in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required solicitation of proxies by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are Parent in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms favor of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions adoption of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each Agreement as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingParent shall request.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4 and the Proxy Statement; ---------------------------------------------------- Shareholders Meetings; Adoption by Sole Shareholder. (a) The Company, Parent ---------------------------------------------------- and RodeoNewco shall prepare and file with the SEC the Proxy Statement in preliminary form and Parent, Inc. covenant and agree that, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and Newco shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company, Parent and Newco shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company, Parent and Newco shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its respective shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Newco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Newco Common Stock in the Merger and under the Company Subsidiaries shall be conducted only inStock Plans and the Parent Stock Plans, and the Company and Parent shall furnish all information concerning the Company Subsidiaries shall not take any action except inor Parent, the ordinary course of business; (ii) the Company as applicable, and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships holders of the Company Common Stock or Parent Common Stock and rights to acquire Company Common Stock or Parent Common Stock pursuant to the Company Stock Plans or the Parent Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the Company Subsidiaries SEC or its staff, on the other hand, with customersrespect to the Proxy Statement, contractholders and other Persons with whom the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceMerger. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed If prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor Merger Effective Time any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, event occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants any change occurs with respect to information supplied by or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition on behalf of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except the Company for transactions not exceeding $15,000,000 individually or $30,000,000 inclusion in the aggregate for all transactions pursuant Proxy Statement or the Form S-4 which, in each case, is required to this subsection (vi); (vii) except for Permitted Encumbrances be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and the Company shall cooperate with Parent and Newco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company's shareholders and to Parent's shareholders. (c) If prior to the Merger Effective Time any Material Contractevent occurs with respect to Parent or any Parent Subsidiary or any change occurs with respect to information supplied by or on behalf of Parent for inclusion in the Proxy Statement or the Form S-4 which, leasein each case, license, mortgage or otherwise encumber or subject is required to any Encumbrancebe described in an amendment of, or agree a supplement to, the Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent shall cooperate with Company in the prompt filing with the SEC of any necessary amendment or supplement to encumber the Proxy Statement and the Form S-4 and, as required by law, in disseminating the information contained in such amendment or subject supplement to any Encumbrancethe Company's shareholders and to Parent's shareholders. (d) The Company shall, any as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its assets shareholders (the "Company Shareholders Meeting") for the purpose of seeking the ---------------------------- Company Shareholder Approval. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 5.02(b), the Company shall, through its Board of Directors, recommend to its shareholders that they give the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this Section 6.01(d) shall not be affected by the commencement, public proposal, public disclosure or propertiescommunication to the Company of any Company Competing Transaction. (e) Parent shall, other than transactions as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Parent Shareholders Meeting") for the purpose of seeking the --------------------------- Parent Shareholder Approval. The Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Parent's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Subject to Section 5.03(b), Parent shall, through its Board of Directors, recommend to its shareholders that are they give the Parent Shareholder Approval. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to the first two sentences of this Section 6.01(e) shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Parent Competing Transaction. (f) The Company shall use its reasonable best efforts to cause to be delivered to Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the ordinary course Form S-4. (g) Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter of PricewaterhouseCoopers LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and not material addressed to the Company, in form and substance reasonably satisfactory to the Company and the Company Subsidiaries taken as a whole; (viii) except as required customary in scope and substance for letters delivered by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or independent public accountants in connection with registration statements similar to the transactions described in clause (vi) above;Form S-4. (xviiih) except Parent, as provided in sole shareholder of Newco, shall adopt this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Section 5.1 Preparation of Business Prior to the ClosingForm S-4 Proxy Statement; Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between Form S-4 Proxy Statement. As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company and Parent shall otherwise consent prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in writing, which consent shall not the Proxy Statement will be unreasonably withheld or delayed: (i) the businesses included as a prospectus. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use reasonable best efforts to preserve substantially intact their have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use all reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business organization, in any jurisdiction in which it is not now so qualified or to keep available file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the services issuance of Parent Common Stock in the current employees of Rodeo, Inc. -34- Merger and to preserve the current relationships of Company shall furnish all information concerning the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom holders of the Company or Common Stock as may be reasonably requested in connection with any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms action. No filing of, or authorize the issuance, sale, pledge, disposition, grant amendment or Encumbrance of any Unitssupplement to, the Incentive Distribution RightsForm S-4 will be made by Parent, and no filing of, or amendment or supplement to the GP Interest Proxy Statement will be made by the Company, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any other ownership interests (including without limitation general and limited partnership interests) of the Company supplement or any Company Subsidiary of any classamendment has been filed, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any other ownership interests request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or any Company Subsidiary in respect of, in lieu ofParent, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets their respective affiliates, officers or propertiesdirectors, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to should be conducted discovered by the Company or (iii) ancillary Parent which should be set forth in an amendment or supplement to the Company's current businessForm S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or commence business operations omit to state any material fact necessary to make the statements therein, in any country outside light of the United States circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or Canada; (xi) increase supplement describing such information must be promptly filed with the compensation payable or to become payable SEC and, to the Company'sextent required by Law, any Company Subsidiary's, or Seller's officers or employees, except in disseminated to the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee stockholders of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

Additional Agreements. SECTION 5.01 Conduct Preparation of Business Prior to S-4 and the Closing. (a) Joint Proxy Statement. Parent and Rodeothe Company will, Inc. covenant and agree thatas promptly as practicable, between the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) jointly prepare and will file with the businesses SEC the Joint Proxy Statement in connection with the votes of the stockholders of the Company and shareholders of Parent in respect of the Company Subsidiaries shall Merger and other matters related thereto, and (ii) Parent will file with the SEC the S-4 in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby, in which the Joint Proxy Statement will be conducted only in, included as a prospectus. Parent and the Company will, and the Company Subsidiaries shall not take any action except inwill cause their accountants and lawyers to, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue have or cause the S-4 to be declared effective as promptly as practicable after filing with the SEC, including causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in force connection with good the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or filing a general consent to service of process in any jurisdiction). The Company and responsible insurance companies adequate insurance covering risks of such types and in such amounts Parent shall, as are consistent with past practice. (b) By way of amplification and not limitationpromptly as practicable after the receipt thereof, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior provide to the date hereof or Section 5.01 other party copies of any written comments and advise the other party of any oral comments in respect of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither Joint Proxy Statement or the Company nor any Company Subsidiary shall, between S-4 received from the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any staff of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) SEC. Each of the Company and Parent will provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement prior to filing with the SEC and will provide each other with a copy of all such filings with the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any Company Subsidiary of any classsupplement or amendment has been filed, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests stop order, the suspension of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution qualification of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or Parent Common Stock issuable in connection with the transactions described Merger for offering or sale in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangementjurisdiction, or enter into any transaction, between request by the Company and/or any Company Subsidiary, on SEC for amendment of the one hand, Form S-4 or comments thereon and any of their respective officers, directors, unitholders, owners responses thereto or Affiliates, on requests by the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership SEC for additional information. Each of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement and Parent will use its reasonable best efforts to do any of cause the foregoingJoint Proxy Statement to be mailed to its stockholders at the earliest practicable date.

Additional Agreements. SECTION 5.01 Conduct 6.1. Preparation of Business Prior to the ClosingS-4 and Joint Proxy Statement; Stockholders Meetings. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, Parent and the time Company shall prepare and file with the SEC the Joint Proxy Statement and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the ClosingCompany and Parent shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent, except Merger Sub and the Company will cooperate with each other in the preparation of the Joint Proxy Statement and the Form S-4; without limiting the generality of the foregoing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, will furnish to each other the information relating to the party furnishing such information required by the Exchange Act or the Securities Act, as applicable, to be set forth in Section 5.01 the Joint Proxy Statement and the Form S-4, and Company and its counsel shall be given the opportunity to review and comment on the Joint Proxy Statement and the Form S-4 prior to the filing thereof with the SEC. Parent, Merger Sub and the Company each agree to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4. The Company and Parent will use their reasonable best efforts to cause the Joint Proxy Statement to be mailed to their stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the SEC or its staff with respect to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, without the approval of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writingboth parties, which consent approval shall not be unreasonably withheld or delayed: (i) ; provided that with respect to documents filed by a party which are incorporated by reference in the businesses Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or this Agreement or the transactions contemplated hereby. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceParent. (b) By way The Company shall, as soon as practicable after the date hereof, and in accordance with the Company's articles of amplification incorporation and not limitationbylaws and applicable law, except establish a record date (which will be as contemplated by soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") solely for the purpose of considering and taking action upon this Agreement (it being understood that, notwithstanding anything to the contrary set forth in this Agreement, or as reflected in the Company SEC Reports filed prior shall have no obligation to convene the date hereof or Section 5.01 Company Stockholders Meeting unless the recommendation of the Disclosure Letter, Parent Board described in this Section 6.1(b) has been made and Rodeo, Inc. covenant and agree that neither remains in effect). Once the Company nor any Stockholders Meeting has been called and noticed, the Company Subsidiary shall, between shall not postpone or adjourn the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, Company Stockholders Meeting without the prior written consent of BuyerParent, which consent shall not be unreasonably withheld or delayed: delayed (other than (i) amendfor the absence of a quorum, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend to allow reasonable additional time for the terms offiling and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Stockholders Meeting, or authorize (iii) in the issuance, sale, pledge, disposition, grant or Encumbrance event the Board of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) Directors of the Company withdraws, modifies or any changes in accordance with the terms of this Agreement its recommendation that this Agreement and the Merger are in the best interests of the Company; provided that in the event that the Company Subsidiary Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 8.1(b)) as a result of any classeither (i) or (ii) above, or any options, warrants, convertible securities or other rights then the Termination Date shall be extended to the fifth business day after such date). The Board of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) Directors of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of shall declare that this Agreement and the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends Merger are advisable and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership best interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of and recommend that this Agreement be approved by the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests stockholders of the Company and include in the Form S-4 and the Joint Proxy Statement a copy of such recommendations; provided that the Board of Directors of the Company may withdraw, modify or any change such recommendation if but only if (i) it believes in good faith, based on such matters as it deems relevant, and after receiving the advice of the Company's financial advisors, that a Superior Proposal (as defined in Section 6.10(b) hereof) has been made and (ii) it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of such recommendation is, in the good faith judgment of the Board of Directors of the Company, required by the Board of Directors to comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company Subsidiary has withdrawn its recommendation of this Agreement in compliance with this Section 6.1(b), the Company shall use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action necessary or rights, warrants advisable to secure the vote or options consent of stockholders required by applicable law to acquire any Units, Incentive Distribution Rights or other ownership interests;effect the Merger. (vic) acquire Parent shall, as soon as practicable after the date hereof, and in accordance with the Parent's certificate of incorporation and bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of considering and taking action upon the Share Issuance. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or agree adjourn the Parent Stockholders Meeting without the consent of the Company, which shall not be unreasonably withheld or delayed (other than (i) for the absence of a quorum or (ii) to acquire (including, without limitation, allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 the Parent's stockholders prior to the Parent Stockholders Meeting; provided that in the aggregate for all transactions pursuant event that the Parent Stockholders Meeting is delayed to this subsection a date after the Termination Date (vias defined in Section 8.1(b);), then the Termination Date shall be extended to the fifth business day after such date). Parent shall, through its Board of Directors, recommend such approval by the stockholders of Parent and include in the Form S-4 and the Joint Proxy Statement a copy of such recommendation. (viid) except The Company shall use all reasonable efforts to cause to be delivered to Parent a letter of KPMG LLP, the Company's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for Permitted Encumbrances or as required letters delivered by any Material Contractindependent public accountants in connection with registration statements similar to the Form S-4. (e) Parent shall use all reasonable efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, leasethe Company's independent public accountants, licensedated a date within two business days before the date on which the Form S-4 shall become effective and addressed to the Company, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business form and not material substance reasonably satisfactory to the Company and the Company Subsidiaries taken as a whole; (viii) except as required customary in scope and substance for letters delivered by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or independent public accountants in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior registration statements similar to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingForm S-4.

Additional Agreements. SECTION 5.01 Conduct a. Preparation of Business Prior to Form S-4 and the Closing. (a) Parent and Rodeo, Inc. covenant and agree that, between Proxy Statement; Stockholders' ------------------------------------------------------------- Meeting; Charter Amendment. Promptly following the date of this Agreement -------------------------- Agreement, the Company shall prepare and file with the SEC the Proxy Statement and Acquiror shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in which it has not previously so consented in any action other than one arising out of the offering of the Media Stock and the time Series D Preferred Stock in such jurisdiction) required to be taken to qualify the Media Stock and Series D Preferred Stock to be issued in the Merger under any applicable state securities or "blue sky" laws prior to the Effective Time, and the Company shall furnish all information concerning the Company and the holders of the Closing, except Company Capital Stock as set forth may be reasonably requested in Section 5.01 connection with any such action. i. None of the Disclosure Letter information supplied or as contemplated to be supplied by any the Company, on the one hand, or Acquiror, on the other provision of this Agreementhand, unless the Buyer shall otherwise consent for inclusion or incorporation by reference in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Company and the Company Subsidiaries shall be conducted only instatements therein not misleading, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; or (ii) the Company and Proxy Statement will, at the Company Subsidiaries shall use reasonable best efforts date it is first mailed to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships stockholders of the Company or at the time of each Stockholders' Meeting (as defined in Section 7.1(d)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall Form S-4 will comply as to form in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 requirements of the Disclosure LetterExchange Act or the Securities Act, Parent and Rodeoas the case may be. Notwithstanding the foregoing, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or no representation is made by the Company Partnership Agreement with respect to statements made or similar organizational documents; incorporated by reference therein based on information supplied in writing by Acquiror specifically for inclusion or incorporation by reference in the Proxy Statement and (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend no representation is made by Acquiror with respect to statements made or incorporated by reference therein based on information supplied in writing by the terms of, Company specifically for inclusion or authorize incorporation by reference in the issuance, sale, pledge, disposition, grant or Encumbrance Form S-4. ii. The Company and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement and the Form S-4. The Company and Acquiror shall notify each other promptly of the receipt of any Units, comments from the Incentive Distribution Rights, SEC or its staff and of any requests by the GP Interest SEC or any its staff for amendments or supplements to the Form S-4 or the Proxy Statement or for additional information and shall supply the other ownership interests (including without limitation general and limited partnership interests) parties with copies of all correspondence between the Company or any Company Subsidiary of any classits representatives, or any options, warrants, convertible securities Acquiror or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or propertiesrepresentatives, other than transactions that are in as the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiarycase may be, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliatesits staff, on the other hand, which if entered into with respect thereto. The Company and Acquiror shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. If at any time prior to the date hereof would be required Effective Time there shall occur (i) any event with respect to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any of its Subsidiaries, or with respect to other information supplied by the Company Subsidiary for inclusion in the Proxy Statement or (ii) any event with respect to Acquiror, or with respect to information supplied by Acquiror for inclusion in the Form S-4, in either case which event is required to be described in an amendment of, or a supplement to, the Proxy Statement or Form S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. Acquiror shall notify the Company promptly upon (i) the declaration by the SEC of the effectiveness of the Form S-4, (ii) the issuance or threatened issuance of any stop order or other than order preventing or suspending the use of any prospectus relating to the Form S-4, (iii) any suspension or threatened suspension of the use of any prospectus relating to the Form S-4 in any state, (iv) any proceedings commenced or threatened to be commenced by the SEC or any state securities commission that might result in the issuance of a stop order or other order or suspension of use or (v) any request by the SEC to supplement or amend any prospectus relating to the Form S-4 after the effectiveness thereof. Acquiror and, to the extent applicable, the Company, shall use its reasonable best efforts to prevent or promptly remove any stop order or other order preventing or suspending the use of any prospectus relating to the Form S-4 and to comply with any such request by the SEC or any state securities commission to amend or supplement the Form S-4 or the prospectus relating thereto. iii. The Company shall, as contemplated by promptly as practicable, duly call, give notice of, convene and hold a meeting of its stockholders (the "Initial Stockholders' Meeting") for the purpose of obtaining the Stockholder Approvals. The Company shall use its reasonable best efforts to hold such meeting as soon as practicable. In the event the Charter Amendment is not approved at the Initial Stockholders' Meeting, the Company shall, as promptly as practicable following the date of the Initial Stockholders' Meeting, duly call, give notice of, convene and hold another meeting of its stockholders (the "Additional Stockholders' Meeting" and, together with the Initial Stockholders' Meeting, collectively, the "Stockholders' Meetings" and individually, a "Stockholders' Meeting") for the purpose of obtaining the Stockholder Approvals. The Company shall, as promptly as practicable after the date of the Initial Stockholders' Meeting, hold the Additional Stockholders' Meeting. Subject to the fiduciary duties of the Board of Directors of the Company under Applicable Laws and to Section 9.1(g), the Company shall, through the Board of Directors, recommend to its stockholders adoption of this Agreement; or (xx) enter into any contract, agreementthe Charter Amendment and the other transactions contemplated hereby and shall use its best efforts to solicit from stockholders proxies in favor of adoption of this Agreement and the Charter Amendment and to take all other action necessary to secure the Stockholder Approvals at the Initial Stockholders' Meeting or the Additional Stockholders' Meeting, commitment or arrangement to do any as the case may be. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first and third sentences of this Section 7.1(d) shall not be altered by the commencement, public proposal or communication to the Company of any Acquisition Proposal (as defined in Section 7.10). iv. Subject to receipt of the Stockholder Approvals, the Company shall take all actions necessary to cause the Charter Amendment to be executed, acknowledged and filed and to become effective no later than immediately prior to the Effective Time in accordance with the DGCL as soon as practicable after the approval thereof at a Stockholders' Meeting. v. The Company shall make stock transfer records relating to the Company available to Acquiror to the extent reasonably necessary to effectuate the intent of this Agreement.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.5.1 Proxy Statement/Prospectus; Registration Statement. -------------------------------------------------- (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as practicable after the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision execution of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall be conducted only in, prepare and file with the SEC the Proxy Statement and the Registration Statement in which the Proxy Statement will be included as a prospectus. Each of Parent and Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available (i) cause the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company Registration Statement and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall Proxy Statement to comply as to form in all material respects with their respective obligations the Securities Act, the Exchange Act, and the rules and regulations thereunder, (ii) respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Proxy Statement, or any other report, statement, or other document it may have filed with the SEC, (iii) cause the Registration Statement to be declared effective under all material contracts binding upon them the Securities Act as such obligations become due and with their respective obligations under applicable Law; and soon thereafter as practicable, (iv) as soon as practicable after the Company Registration Statement shall have been declared effective, cause the Proxy Statement and forms of proxy to be mailed to the Company's stockholders, and (v) notify the other party promptly of any stop order or threatened stop order of which it becomes aware with respect to the Registration Statement or similar proceeding with respect to the Proxy Statement. Each of Parent and the Company Subsidiaries shall use their afford the other party a reasonable best efforts opportunity to continue review and comment upon the Registration Statement, the Proxy Statement, any amendment or supplement to either document, or any other document filed with the SEC prior to its filing. The Proxy Statement shall include the fairness opinion of George Witte, Business ▇▇▇▇▇▇▇▇▇ ▇▇ferred to in force Section 2.21. The Proxy Statement shall also include the recommendation of the Board of Directors of the Company in favor of the Merger which shall not be withdrawn, modified, or withheld except in compliance with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceSection 5.4(a). (b) By way Each of amplification Parent and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to shall notify the date hereof or Section 5.01 of other party promptly upon the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance receipt of any Units, comments from the Incentive Distribution Rights, the GP Interest SEC or its staff or any other ownership interests (including without limitation general government official in connection with any filing made pursuant hereto and limited partnership interests) of any request by the Company SEC or its staff or any Company Subsidiary of other government official for any classamendment or supplement to the Registration Statement, the Proxy Statement, or any options, warrants, convertible securities other filing with the SEC or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends additional information and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant shall provide to the terms other party copies of the Company Partnership Agreement; (iv) other than in the case of any direct all correspondence between such party or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and the SEC or its staff or any of their respective officers, directors, unitholders, owners or Affiliatesother government official, on the other hand, which if entered into prior with respect to the date hereof would be Registration Statement, the Proxy Statement, or any other such filing. (c) Promptly after Parent or the Company shall notify the other party of the discovery of information required to be disclosed to the other party pursuant to Section 3.20; (xix) materially alter (through merger2.19 or Section 3.19, liquidationas the case may be, reorganizationthe parties shall prepare and file appropriate amendments or supplements to the Registration Statement and the Proxy Statement, restructuringas the case may be, conversion and, to the extent required by law, disseminate such amendment or in any other fashion) supplement to the corporate structure or ownership stockholders of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingCompany.

Additional Agreements. SECTION 5.01 Conduct Section 7.01 Preparation of Business Prior to the Closing.Form S-4 and Proxy Statement (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Parent and the Company Subsidiaries shall prepare, together with OptiCare, and Parent shall file with the SEC, an proxy statement (the "Proxy Statement") in preliminary form and the Form S-4, in which the Proxy Statement will be conducted only inincluded as a prospectus, and Parent and the Company shall use their reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and the Company shall use their reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Parent and the Company shall also take any other action required to be taken under any applicable federal and state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company and the Company Subsidiaries Stockholders shall not take any action except in, the ordinary course of business; (ii) furnish all information concerning the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services holders of the current employees of RodeoCompany Common Stock as may be reasonably requested in connection with the Proxy Statement or any such action. Parent, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customersStockholders shall each be solely responsible for any statement, contractholders and other Persons with whom information or omission in the Company Form S-4 or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding Proxy Statement relating to it based upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practiceinformation provided by it for inclusion therein. (b) By way of amplification and not limitationIf, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed at any time prior to the date hereof or Section 5.01 receipt of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doStockholder Approval, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose event occurs with respect to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, change occurs with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice information supplied by the Company or any Company Subsidiary, except Stockholder for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, inclusion in the ordinary course of businessForm S-4 or the Proxy Statement, of liabilities reflected which is required to be described in an amendment of, or reserved against in a supplement to, the Reference Balance Sheet Form S-4 or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material AuditProxy Statement, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess such Stockholder shall promptly notify Parent of $25,000,000 singly or $50,000,000 such event, and the Company, the Stockholders and Parent shall cooperate in the aggregate, other than in the ordinary course of business or in connection prompt filing with the transactions described SEC of any necessary amendment or supplement to the Form S-4 or the Proxy Statement and, as required by Law, in clause (vi) above;disseminating the information contained in such amendment or supplement to Parent's stockholders. (xviiic) except Parent shall, as provided in soon as practicable following the date of this Agreement, enter intoduly call, amend, terminate or waive any provision give notice of, any agreement or arrangementconvene and hold an annual meeting of its stockholders (the "Parent Stockholders Meeting") for the purpose of, or enter into any transactionamong other things, between seeking the Company and/or any Company Subsidiary, on Parent Stockholder Approval. Parent shall use its reasonable efforts to cause the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract. Parent shall, agreementthrough the Parent Board, commitment or arrangement recommend to do any of its stockholders that they give the foregoingParent Stockholder Approval.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing. (a) Parent and Rodeo, Inc. covenant and agree The Company agrees that, between upon the date occurrence and during the continuance of this Agreement a Default hereunder, it will, at any time and from time to time, upon the time written request of the ClosingTrustee, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use its commercially reasonable best efforts to preserve substantially intact their business organization, take or to keep available cause the services Intercompany Note Makers and the issuers of any other securities distributed in respect of the current employees Intercompany Notes (collectively with the Intercompany Notes, the "Pledged Securities") to take such action and prepare, distribute or file such documents, as are required or advisable in the reasonable opinion of Rodeocounsel for the Trustee to permit the public sale of such Pledged Securities. The Company further agrees to indemnify, Inc. defend and hold harmless the Trustee, each Holder, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses of legal counsel to preserve the current relationships Trustee), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the Company and statements in any thereof not misleading, except insofar as the Company Subsidiaries with customers, contractholders and other Persons with whom same may have been caused by any untrue statement or omission based upon information furnished in writing to the Company or the issuer of such Pledged Securities by the Trustee or any Holder expressly for use therein. The Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding further agrees, upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall written request referred to above, to use their reasonable its best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks qualify, file or register, or cause the issuer of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitationPledged Securities to qualify, except as contemplated by this Agreement, file or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to doregister, any of the following, without Pledged Securities under the prior written consent Blue Sky or other securities laws of Buyer, which consent shall not such states as may be unreasonably withheld or delayed: (i) amend, propose to amendrequired by law and keep effective, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated cause to be conducted kept effective, all such qualifications, filings or registrations. The Company will bear all costs and expenses of carrying out its obligations under this Section 12.13. The Company acknowledges that there is no adequate remedy at law for failure by the Company or (iii) ancillary it to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance comply with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit12.13 and that such failure would not be adequately 115 compensable in damages, make or change any material Tax election or file any material amended Tax return; (xv) take any action and therefore agrees that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided agreements contained in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would Section 12.13 may be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingspecially enforced.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the ClosingSection 7.01 Proxy Statement(a) . (a) Parent The Company shall, with the assistance of Parent, prepare and Rodeofurnish to the SEC, Inc. covenant and agree that, between as promptly as reasonably practicable after the date of this Agreement (and in any event within ten (20) Business Days), a Form 6-K with a proxy statement (such proxy statement, as amended and/or supplemented, being referred to herein as the time of the Closing“Proxy Statement”). Parent, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) the businesses of the Company Amalgamation Sub and the Company Subsidiaries shall be conducted only in, will cooperate with each other in the preparation of such Form 6-K and Proxy Statement. Unless the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary Board has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected made a Change in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or Recommendation in accordance with the provisions of this Section 5.01;Agreement, the Company Recommendation shall be included in the Proxy Statement. (xivb) settle Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to furnishing the Form 6-K with the Proxy Statement (or compromise any amendment or supplement thereto) to the SEC, or any dissemination of the Proxy Statement to the Shareholders, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such documents, and the Company shall consider in good faith the comments reasonably proposed by Parent. Each of Parent and Amalgamation Sub will promptly furnish to the Company the information relating to it to be included in the Proxy Statement as reasonably requested by the Company, which shall not contain any untrue statement of a material fact or omit to state any material Auditfact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; provided, however, that Parent and Amalgamation Sub make no representation or change warranty with respect to any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined statement made in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from Proxy Statement based on information supplied by the Company or any of its Subsidiaries in excess of $25,000,000 singly Representatives which is contained or $50,000,000 incorporated by reference in the aggregate, other than in Proxy Statement. The Company shall promptly notify Parent and Amalgamation Sub upon the ordinary course receipt of business or in connection any correspondences from any Governmental Authority with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangementrespect to, or enter into any transactionrequest from any Governmental Authority for amendments or supplements, to the Proxy Statement and shall provide Parent with copies of all correspondences between the Company and/or any Company Subsidiaryit and its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatessuch Governmental Authority, on the other hand, relating to the Proxy Statement. Parent shall promptly provide the Company with copies of all correspondences between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand, relating to the Proxy Statement. The Company shall cause the Proxy Statement to be mailed to holders of Shares as of the record date established for the Shareholders’ Meeting as promptly as reasonably practicable (but in any event no more than five (5) Business Days) after the date on which if entered into the Company furnishes to and/or cleared with the SEC the Form 6-K with the Proxy Statement. (c) If at any time prior to the date hereof would Shareholders’ Meeting, any information relating to the Company, Parent, Amalgamation Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Amalgamation Sub or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed pursuant stated therein or necessary in order to Section 3.20; (xix) materially alter (through mergermake the statements therein, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or any Company Subsidiary other than as contemplated supplement describing such information shall be filed with the SEC and, to the extent required by this Agreement; or (xx) enter into any contractapplicable Laws, agreement, commitment or arrangement disseminated to do any of the foregoingShareholders.

Additional Agreements. SECTION 5.01 Conduct of Business Prior to the Closing.Section 5.1. PREPARATION OF THE FORM S-4 AND THE PROXY STATEMENT; STOCKHOLDERS MEETINGS (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Subject to Section 4.2, each of the Company and Parent shall use its reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (ii) cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Adjusted Options, and the time Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the ClosingSecurities Act and the Exchange Act. The Company and Parent shall, except as set forth in Section 5.01 promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the Disclosure Letter other party of any oral comments, with respect to the Proxy Statement received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or as contemplated by supplement to the Form S-4 prior to filing such with the SEC, and shall provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Form S-4 shall be made without the approval of this Agreement, unless the Buyer shall otherwise consent in writingboth parties, which consent approval shall not be unreasonably withheld or delayed:; PROVIDED, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations or the transactions contemplated by this Agreement. No filing of, or amendment or supplement to, the Form S-4 shall be made by Parent, or to the Proxy Statement shall be made by the Company, without providing the other party the opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each party shall advise the other party, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set 37 forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Parent. (b) The Company shall, as soon as reasonably practicable, consistent with the process of clearing the Proxy Statement with the SEC and having the SEC declare the Form S-4 effective, all as provided in Section 5.1(a), establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval and shall take all lawful action to solicit adoption of this Agreement by the required Company Stockholder Approval. Unless the Company has terminated this Agreement pursuant to Section 7.1(f) hereof, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement (the "COMPANY RECOMMENDATION"), and except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent its recommendation. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders Meeting are solicited, in compliance with all applicable Legal Provisions. Without limiting the generality of the foregoing, (i) the businesses Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 5.1(b), shall not be affected by the withdrawal, amendment or modification of the Company Recommendation and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts agrees that its obligations pursuant to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iiithis Section 5.1(b) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld affected by the commencement, public proposal, public disclosure or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material communication to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiary, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliates, on the other hand, which if entered into prior to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in any other fashion) the corporate structure or ownership of the Company or any Company Subsidiary other than as contemplated by this Agreement; or (xx) enter into any contract, agreement, commitment or arrangement to do any of the foregoingTakeover Proposal.

Additional Agreements. SECTION 5.01 Conduct 6.01. Preparation of Business Prior to the ClosingForm S-4. (a) Parent and Rodeo, Inc. covenant and agree that, between As promptly as reasonably practicable after the date of this Agreement and (but in no event more than 20 Business Days after the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision date of this Agreement), unless Parent shall prepare, together with the Buyer shall otherwise consent Company, and cause to be filed with the SEC a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in writingthe Merger will be registered pursuant to the Securities Act, which consent will include the proxy statement relating to the Company Shareholder Meeting (together with any amendments or supplements thereto, the “Form S-4”). Parent shall use its reasonable best efforts (i) to have the Form S-4 become effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to keep the Form S-4 effective as long as necessary to consummate the Transactions. The Company will cause the proxy statement contained in the Form S-4 to be disseminated to the holders of Company Common Stock as promptly as reasonably practicable after the Form S-4 has become effective under the Securities Act. Notwithstanding the foregoing, prior to filing the Form S-4, or any amendment or supplement thereto, each of the Company and Parent (i) shall provide the other and/or its counsel an opportunity to review and comment on such document (including the proposed final version of such document), (ii) shall consider in good faith all comments reasonably proposed by the other or its counsel and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld withheld, conditioned or delayed: (i) the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries shall use reasonable best efforts to preserve substantially intact their business organization, to keep available the services of the current employees of Rodeo, Inc. and to preserve the current relationships of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries shall use their reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification The Company and not limitationParent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to the Company, except as contemplated Parent or Merger Sub or their respective affiliates, and the Form S-4 shall include all information reasonably requested by this Agreement, or as reflected in such other party to be included therein. Parent shall promptly notify the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance counsel of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities comments or other rights of any kind communications, whether written or oral, that Parent or its counsel may receive from time to acquire any Units, time from the Incentive Distribution Rights, the GP Interest SEC or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, its staff with respect to any of the UnitsForm S-4, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of shall provide the Company Partnership Agreement; (iv) other than in the case with copies of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of written correspondence between Parent and its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated to be conducted by the Company or (iii) ancillary to the Company's current business, or commence business operations in any country outside the United States or Canada; (xi) increase the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts in any material respect; (xvii) enter into any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or in connection with the transactions described in clause (vi) above; (xviii) except as provided in this Agreement, enter into, amend, terminate or waive any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryrepresentatives, on the one hand, and any of their respective officers, directors, unitholders, owners or Affiliatesthe SEC, on the other hand, which if entered into prior . Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments from the SEC or its staff with respect to the date hereof would be required Form S-4, and will use its reasonable efforts to be disclosed pursuant to Section 3.20; (xix) materially alter (through merger, liquidation, reorganization, restructuring, conversion or in incorporate any other fashion) the corporate structure or ownership reasonable comments of the Company or its counsel prior to such response. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any Company Subsidiary such comments from the SEC or its staff with respect to the Form S-4. Parent shall advise the Company, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which Parent is not now so qualified) required to be taken under the Securities Act, the Securities Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of its capital stock as contemplated by this Agreement; ormay be reasonably requested in connection with any such actions. (xxc) enter into The information provided by Parent and the Company specifically for use in the Form S-4 shall not, with respect to the information provided by such person, on the date upon which the proxy statement and prospectus contained in the Form S-4 is distributed to the holders of Company Common Stock, contain any contractuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, agreement, commitment or arrangement to do any in light of the foregoingcircumstances under which they were made, not misleading. Each of the Company and Parent agrees to promptly (i) correct any information provided by it specifically for use in the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Form S-4 to include any information that shall become necessary in order to make the statements in the Form S-4, in light of the circumstances under which they were made, not misleading. Parent further agrees to cause the Form S-4 as so corrected or supplemented promptly to be filed with the SEC and each of the Company and Parent agrees to cause the Form S-4 to be disseminated to the holders of Company Common Stock (and will use its reasonable efforts to incorporate any reasonable comments of the other party and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by applicable Laws.

Additional Agreements. SECTION 5.01 Conduct 7.01. Preparation of Business Prior to the ClosingProxy Statement, the Newco Form S-4 and the Newco Form 8-A; Company Stockholders Meeting. (a) Parent and Rodeo, Inc. covenant and agree that, between As soon as practicable following the date of this Agreement and the time of the Closing, except as set forth in Section 5.01 of the Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Buyer Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed: (i) prepare the businesses Proxy Statement, the Newco Form S-4 and the Newco Form 8-A and (ii) file the Proxy Statement, the Newco Form S-4 and the Newco Form 8-A with the SEC. The Proxy Statement will be included as a prospectus in the Newco Form S-4. Each of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; (ii) the Company and the Company Subsidiaries Parent shall use its reasonable best efforts to preserve substantially intact their business organization, to keep available have the services of Newco Form S-4 declared effective under the current employees of Rodeo, Inc. and to preserve the current relationships Securities Act as promptly as practicable after such filing. Each of the Company and the Company Subsidiaries with customers, contractholders and other Persons with whom the Company or any Company Subsidiary has significant business relations; (iii) the Company and the Company Subsidiaries shall comply in all material respects with their respective obligations under all material contracts binding upon them as such obligations become due and with their respective obligations under applicable Law; and (iv) the Company and the Company Subsidiaries Parent shall use their its reasonable best efforts to continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are consistent with past practice. (b) By way of amplification and not limitation, except as contemplated by this Agreement, or as reflected in cause the Company SEC Reports filed prior to the date hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc. covenant and agree that neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed: (i) amend, propose to amend, or otherwise change its Certificate of Limited Partnership or the Company Partnership Agreement or similar organizational documents; (ii) issue, sell, transfer, pledge, dispose of, grant, encumber, amend the terms of, or authorize the issuance, sale, pledge, disposition, grant or Encumbrance of any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including without limitation general and limited partnership interests) of the Company or any Company Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests (including, without limitation, any phantom interest, general partnership interest or limited partnership interest) of the Company or any Company Subsidiary, other than as permitted under clause (ix) of Section 5.01(b); (iii) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests, except for (A) dividends and other distributions by direct or indirect wholly-owned Company Subsidiaries and (B) distributions pursuant to the terms of the Company Partnership Agreement; (iv) other than in the case of any direct or indirect wholly-owned Company Subsidiary, combine, split or subdivide, directly or indirectly, any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or reclassify any of the Units, the Incentive Distribution Rights, the GP Interest or any other ownership interests or issue or authorize the issuance of any other Units or any other ownership interests of the Company or any Company Subsidiary in respect of, in lieu of, or in substitution of the Units, the Incentive Distribution Rights, the GP Interest or other ownership interests; (v) redeem, purchase or otherwise acquire, directly or indirectly, any Units, Incentive Distribution Rights or any other ownership interests of the Company or any Company Subsidiary or rights, warrants or options to acquire any Units, Incentive Distribution Rights or other ownership interests; (vi) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any assets, except for transactions not exceeding $15,000,000 individually or $30,000,000 in the aggregate for all transactions pursuant to this subsection (vi); (vii) except for Permitted Encumbrances or as required by any Material Contract, lease, license, mortgage or otherwise encumber or subject to any Encumbrance, or agree to encumber or subject to any Encumbrance, any of its assets or properties, other than transactions that are in the ordinary course of business and not material to the Company and the Company Subsidiaries taken as a whole; (viii) except as required by any Material Contract or in the ordinary course of business, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, any of its assets or properties, other than transactions not exceeding $25,000,000 individually or $50,000,000 in the aggregate for all transactions pursuant to this subsection (viii); (ix) incur any Indebtedness, other than as permitted by the terms of the Credit Agreements; (x) enter, to a material extent, any line of business that is not (i) currently conducted, (ii) currently contemplated Proxy Statement to be conducted by the Company or (iii) ancillary mailed to the Company's current business, or commence business operations in any country outside stockholders as promptly as practicable after the United States or Canada; (xi) increase Newco Form S-4 is declared effective under the compensation payable or to become payable to the Company's, any Company Subsidiary's, or Seller's officers or employees, except in the ordinary course Securities Act. Each of business, or grant any severance or termination pay to, or modify or enter into any employment or severance agreement with, any director, officer, employee or former employee of the Company, Seller or any Company Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, unit option, restricted unit, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee except as required by law; (xii) change any method of accounting or accounting practice by Parent and the Company or any Company Subsidiary, except for any such change required by U.S. GAAP; (xiii) pay, discharge or satisfy any material claim, litigation, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Reference Balance Sheet or subsequently incurred in the ordinary course of business or in accordance with the provisions of this Section 5.01; (xiv) settle or compromise any material Audit, make or change any material Tax election or file any material amended Tax return; (xv) shall also take any action that would give rise (other than qualifying to a claim under the WARN Act or any similar state law or regulation because of a "plant closing" or "mass layoff" (each as defined in the WARN Act); (xvi) enter into, amend, modify or supplement any Material Contracts do business in any material respect; (xviijurisdiction in which is not now so qualified or to file a general consent to service of process) enter into required to be taken under any contract, agreement or other arrangement that involves annual payments to or from the Company or its Subsidiaries in excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in the ordinary course of business or applicable state securities laws in connection with the transactions issuance and distribution of Newco Common Stock in the Merger. Parent shall furnish all information concerning Parent, the Transactions, the Transaction Agreements and the Commercial Agreements and shall provide all other assistance and cooperation as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement and the Newco Form S-4 and any other action described in clause (vi) above; (xviii) except as provided in this AgreementSection 7.01(a). The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, enter into, amend, terminate the Newco Form S-4 or waive the Newco Form 8-A or for additional information and shall supply each other with copies of all correspondence between it or any provision of, any agreement or arrangement, or enter into any transaction, between the Company and/or any Company Subsidiaryof its Representatives, on the one hand, and any of their respective officers, directors, unitholders, owners the SEC or Affiliates, its staff on the other hand, which if entered into prior with respect to the date hereof would be required to be disclosed pursuant to Section 3.20; (xix) materially alter (through mergerProxy Statement, liquidationthe Newco Form S-4, reorganizationthe Newco Form 8-A, restructuringthe Merger, conversion the other Transactions, the Transaction Agreements or in any other fashion) the corporate structure or ownership Commercial Agreements. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any such comments or requests of the SEC. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Newco Form S-4 or the Newco Form 8-A, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, and Parent shall cooperate in connection therewith. The Company shall not mail any Proxy Statement, the Newco Form S-4 or the Newco Form 8-A or any amendment or supplement thereto, to which Parent reasonably objects in a timely manner. (b) The Company Subsidiary other than shall, as contemplated by promptly as practicable following the date of this Agreement (taking into account any delays reasonably required as a result of the occurrence of any event described in the last sentence of this clause (b)), duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement; or (xx) enter into any contract, agreement, commitment the Restructuring or arrangement to do any the Merger as permitted by Section 6.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement, the Restructuring or the Merger.