Common use of Prohibited Contracts Clause in Contracts

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party to) enter into, create, or otherwise allow to exist any contractual or other consensual restriction on the ability of any Subsidiary of a Borrower to: (a) pay dividends or make other distributions to the Credit Parties, (b) to redeem equity interests held in it by other Credit Parties, or (c) to repay loans and other indebtedness owing by it to the Credit Parties: except (i) restrictions contained in this Agreement or the other Loan Documents, (ii) restrictions existing on the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (vi) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive with respect to the restrictions referred to in clauses (a) through (c) above than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing Credit Parties.

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party toa) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on (i) the ability of any Subsidiary of a Borrower to: to (a1) pay dividends or make other distributions to the Credit PartiesBorrower, (b2) to redeem equity interests Equity Interests held in it by other Credit PartiesBorrower, or (c3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the Credit Parties: except ability of any Restricted Person to grant to Administrative Agent and the Lenders Liens on its assets, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and (ii) above only, (i) any such encumbrance or restriction consisting of customary non-assignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in this Agreement or asset sale agreements limiting the other Loan Documents, (ii) restrictions existing on transfer of such assets pending the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, closing of such sale; (iii) restrictions contained in the Existing Subordinated Notes Indenture instruments creating Permitted Liens described in clause (d) or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2(h) of the definition of Permitted Liens, provided that limiting Liens on the restrictions contained in any property subject to such other agreement are no less favorable in any material respect to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture Permitted Liens; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any Subsidiary that is not a Wholly-Owned Subsidiary, of its Subsidiaries (except to the extent such restrictions were put in such Subsidiary’s organizational documents place in connection with or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person becoming a Subsidiaryother than the Person, or the property or assets of the Person, so acquired; and (vi) restrictions created by virtue of any sale, transfer, lease or customary supermajority voting provisions and other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive customary provisions with respect to the restrictions referred disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in clauses (a) through (c) above than prior the ordinary course of business. No Restricted Person will amend or permit any amendment to such amendmentany contract or lease which releases, modificationqualifies, restatementlimits, renewal, increase, supplement, refunding, replacement makes contingent or refinancing Credit Partiesotherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party toa) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on (i) the ability of any Subsidiary of a Borrower to: to (a1) pay dividends or make other distributions to the Credit PartiesBorrower, (b2) to redeem equity interests held in it by other Credit PartiesBorrower, or (c3) to repay loans and other indebtedness owing by it to Borrower, or (4) transfer any of its assets to Borrower or (ii) the Credit Parties: except ability of any Restricted Person to grant to Administrative Agent and Lenders Liens on its assets, except: (i) restrictions contained in this Agreement any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the other Loan Documents, sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (ii) restrictions existing on the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to the above clauses (i)(4) and (ii) only, (A) any Subsidiary that is not a Wholly-Owned Subsidiarysuch encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, restrictions in leases governing leasehold interests and licenses to the extent such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (vB) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (C) restrictions in the instruments creating a Permitted Lien described in clause (d) or (h) of the definition of Permitted Lien, limiting Liens on the property subject to such Permitted Lien; (D) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (E) existing restrictions with respect to a Person acquired by Borrower or any agreement of its Subsidiaries (except to the extent such restrictions were put in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into place in connection with or in contemplation of such Person becoming a Subsidiaryacquisition), (vi) which restrictions created by virtue are not applicable to any Person, or the properties or assets of any sale, transfer, lease or Person other disposition ofthan the Person, or any agreement with respect thereto, any specific property, the property or assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses Person so acquired; and (iF) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive customary supermajority voting provisions and other customary provisions with respect to the restrictions referred disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in clauses (a) through (c) above than prior the ordinary course of business. No Restricted Person will amend or permit any amendment to such amendmentany contract or lease which releases, modificationqualifies, restatementlimits, renewal, increase, supplement, refunding, replacement makes contingent or refinancing Credit Parties.otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party toa) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on (i) the ability of any Subsidiary of a Borrower to: to (a1) pay dividends or make other distributions to the Credit PartiesBorrower, (b2) to redeem equity interests held in it by other Credit PartiesBorrower, or (c3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the Credit Parties: except ability of any Restricted Person to grant to Agent and Lenders Liens on its assets , except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and (ii) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in this Agreement or asset sale agreements limiting the other Loan Documents, (ii) restrictions existing on transfer of such assets pending the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, closing of such sale; (iii) restrictions contained in the Existing Subordinated Notes Indenture instruments creating a Permitted Lien described in clause (d) or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2(h) of the definition of Permitted Lien, provided that limiting Liens on the restrictions contained in any property subject to such other agreement are no less favorable in any material respect to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any Subsidiary that is not a Wholly-Owned Subsidiary, of its Subsidiaries (except to the extent such restrictions were put in such Subsidiary’s organizational documents place in connection with or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person becoming a Subsidiaryother than the Person, or the property or assets of the Person, so acquired; and (vi) restrictions created by virtue of any sale, transfer, lease or customary supermajority voting provisions and other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive customary provisions with respect to the restrictions referred disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in clauses (a) through (c) above than prior the ordinary course of business. No Restricted Person will amend or permit any amendment to such amendmentany contract or lease which releases, modificationqualifies, restatementlimits, renewal, increase, supplement, refunding, replacement makes contingent or refinancing Credit Partiesotherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA.

Prohibited Contracts. Borrowers No Loan Party will not enter into any Contractual Obligation (nor will they permit any other Credit Party tothan this Agreement and other Loan Documents) enter into, create, or otherwise allow to exist any contractual or other consensual restriction on that limits the ability (i) of any Subsidiary of a Borrower to: (a) pay dividends or to make other distributions Restricted Payments to the Credit Parties, (b) to redeem equity interests held in it by other Credit Parties, or (c) to repay loans and other indebtedness owing by it to the Credit Parties: except (i) restrictions contained in this Agreement or the any other Loan DocumentsParty or to otherwise transfer property to any other Loan Party, (ii) restrictions existing on of any Restricted Subsidiary to Guarantee the date hereof and set forth on Indebtedness of the Disclosure Schedule and extensions, renewals Borrower or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture of any Loan Party to create, incur, assume or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect suffer to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation exist Liens on property of such Person becoming a SubsidiaryPerson, provided, however, that (via) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through and (viii) above; provided that shall not prohibit restrictions or conditions imposed by an agreement related to secured Indebtedness permitted by this Agreement if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restrictions or refinancings are, in the good faith judgment of Unit, no more restrictive with respect conditions apply only to the restrictions referred property securing such Indebtedness; (b) clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in clauses (a) through documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) above clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than prior 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of a Restricted Subsidiary in excess of a percentage of the consolidated “Total Assets” of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing Credit Parties.Restricted Subsidiary and its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%;

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party to) enter into, create, or otherwise allow to exist any contractual or other consensual restriction on the ability of any Subsidiary of a Borrower to: (a) pay dividends or make other distributions to the Credit Parties, (b) to redeem equity interests held in it by other Credit Parties, or (c) to repay loans and other indebtedness owing by it to the Credit Parties: except (i) restrictions contained in this Agreement or the other Loan Documents, (ii) restrictions existing on the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture Permitted Indenture, the indenture governing the Initial Permitted Senior Notes, or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement taken as a whole are no not materially less favorable in any material respect to the Lenders (as reasonably determined by the Administrative Agent in advance) than the restrictions contained in in, until the Initial Permitted Senior Notes are issued, the Permitted Existing Subordinated Notes Indenture and, thereafter, the indenture governing the Initial Permitted Senior Notes, (iv) with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (vi) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive with respect to the restrictions referred to in clauses (a) through (c) above than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing Credit Parties.

Prohibited Contracts. Borrowers will not (nor will they permit any other Credit Party toa) Except as expressly provided for in the Loan Documents, no Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on (i) the ability of any Subsidiary of a Borrower to: to (a1) pay dividends or make other distributions to the Credit PartiesBorrower, (b2) to redeem equity interests held in it by other Credit PartiesBorrower, or (c3) to repay loans and other indebtedness owing by it to Borrower, or (4) to transfer any of its assets to Borrower or (ii) on the Credit Parties: except ability of any Restricted Person to grant Administrative Agent and Lenders liens on its Property, except: (A) any customary encumbrance or restriction with respect to a Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition; and (B) with respect to the above clauses (i)(4) and clause (iv) only, (i) any such encumbrance or restriction consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in agreements, leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the agreement, lease or license or the property leased, or licensed thereunder; (ii) customary restrictions contained in this Agreement or asset sale agreements limiting the other Loan Documents, (ii) restrictions existing on transfer of such assets pending the date hereof and set forth on the Disclosure Schedule and extensions, renewals or replacements thereof not expanding the scope thereof, closing of such sale; (iii) restrictions contained in the Existing Subordinated Notes Indenture instruments creating a Permitted Lien described in clause (d) or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2(h) of the definition of Permitted Lien, provided that limiting Liens on the restrictions contained in any property subject to such other agreement are no less favorable in any material respect to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture Permitted Lien; (iv) restrictions on Equity Interests constituting minority Investments permitted by Section 7.7; (v) existing restrictions with respect to a Person acquired by Borrower or any Subsidiary that is not a Wholly-Owned Subsidiary, of its Subsidiaries (except to the extent such restrictions were put in such Subsidiary’s organizational documents place in connection with or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person becoming a Subsidiaryother than the Person, or the property or assets of the Person, so acquired; and (vi) restrictions created by virtue of any sale, transfer, lease or customary supermajority voting provisions and other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Unit, no more restrictive customary provisions with respect to the restrictions referred disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of Borrower and its Subsidiaries. (b) Except as permitted by Section 5.19, no Restricted Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or services regardless of whether they are delivered or furnished to it, excluding firm transportation contracts entered into in clauses (a) through (c) above than prior the ordinary course of business. No Restricted Person will amend or permit any amendment to such amendmentany contract or lease which releases, modificationqualifies, restatementlimits, renewal, increase, supplement, refunding, replacement makes contingent or refinancing Credit Partiesotherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA.

Prohibited Contracts. Borrowers No Loan Party will not enter into any Contractual Obligation (nor will they permit any other Credit Party tothan this Agreement and other Loan Documents) enter into, create, or otherwise allow to exist any contractual or other consensual restriction on that limits the ability (i) of any Subsidiary of a Borrower to: (a) pay dividends or to make other distributions Restricted Payments to the Credit Parties, (b) to redeem equity interests held in it by other Credit Parties, or (c) to repay loans and other indebtedness owing by it to the Credit Parties: except (i) restrictions contained in this Agreement or the any other Loan DocumentsParty or to otherwise transfer property to any other Loan Party, (ii) restrictions existing on of any Restricted Subsidiary to Guarantee the date hereof and set forth on Indebtedness of the Disclosure Schedule and extensions, renewals Borrower or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture of any Loan Party to create, incur, assume or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect suffer to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation exist Liens on property of such Person becoming a SubsidiaryPerson, provided, however, that (via) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through and (viii) above; provided that shall not prohibit restrictions or conditions imposed by an agreement related to secured Indebtedness permitted by this Agreement if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restrictions or refinancings are, in the good faith judgment of Unit, no more restrictive with respect conditions apply only to the restrictions referred property securing such Indebtedness; (b) clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in clauses (a) through documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) above clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than prior 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of a Restricted Subsidiary in excess of a percentage of the consolidated “Total Assets” of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing Credit Parties.Restricted Subsidiary and its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%;

Prohibited Contracts. Borrowers No Loan Party will not enter into any Contractual Obligation (nor will they permit any other Credit Party tothan this Agreement, the other Loan Documents and the Dominion Merger Agreement) enter into, create, or otherwise allow to exist any contractual or other consensual restriction on that limits the ability (i) of any Subsidiary of a Borrower to: (a) pay dividends or to make other distributions Restricted Payments to the Credit Parties, (b) to redeem equity interests held in it by other Credit Parties, or (c) to repay loans and other indebtedness owing by it to the Credit Parties: except (i) restrictions contained in this Agreement or the any other Loan DocumentsParty or to otherwise transfer property to any other Loan Party, (ii) restrictions existing on of any Restricted Subsidiary to Guarantee the date hereof and set forth on Indebtedness of the Disclosure Schedule and extensions, renewals Borrower or replacements thereof not expanding the scope thereof, (iii) restrictions contained in the Existing Subordinated Notes Indenture of any Loan Party to create, incur, assume or in any other agreement governing or evidencing any other Indebtedness permitted under Section 7.2, provided that the restrictions contained in any such other agreement are no less favorable in any material respect suffer to the Lenders than the restrictions contained in the Existing Subordinated Notes Indenture (iv) with respect to any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions in such Subsidiary’s organizational documents or pursuant to any joint venture agreement or equity holders agreement, (v) restrictions contained in any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation exist Liens on property of such Person becoming a SubsidiaryPerson, provided, however, that (via) restrictions created by virtue of any sale, transfer, lease or other disposition of, or any agreement with respect thereto, any specific property, assets or equity interests permitted to be so transferred under this Agreement, and (vii) in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through and (viii) above; provided that shall not prohibit restrictions or conditions imposed by an agreement related to secured Indebtedness permitted by this Agreement if such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restrictions or refinancings are, in the good faith judgment of Unit, no more restrictive with respect conditions apply only to the restrictions referred property securing such Indebtedness; (b) clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in clauses (a) through documentation governing unsecured senior Indebtedness of the Borrower that requires the granting of pari passu liens to secure such Indebtedness, for purposes of this clause, “senior Indebtedness” means Indebtedness that is not subordinated to the Obligations; (c) above clause (ii) shall not be deemed to prohibit limitations on the ratio of “Consolidated Indebtedness” of a Restricted Subsidiary to its “Consolidated Total Capitalization”; provided (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such ratio shall be not less than prior 70%; (d) clause (ii) shall not be deemed to prohibit limitations on “Priority Debt” of a Restricted Subsidiary in excess of a percentage of the consolidated “Total Assets” of such amendmentRestricted Subsidiary and its “Restricted Subsidiaries”; provided: (1) such terms are defined substantially as such terms are defined in the Questar Gas 2012 Note Purchase Agreement and the Questar Gas 2013 Note Purchase Agreement and (2) the limitation on such percentage shall be not less than 15%; Table of Contents (e) clause (iii) shall not be deemed to prohibit a Contractual Obligation contained in documentation governing unsecured Indebtedness of Restricted Subsidiaries; provided: (1) such Indebtedness is permitted under Section 7.01 and (2) the documentation governing such unsecured Indebtedness provides that if such unsecured Indebtedness shall be secured, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing Credit Parties.such Contractual Obligation contained in such documentation shall not prohibit the Obligations from being secured equally and ratably with such Indebtedness pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; and