Exhibit 10.1

PURCHASE AGREEMENT

by and among

FARM & HOME OIL COMPANY,

RICHARD A. LONGACRE, AS SELLERS’ REPRESENTATIVE,

THE SHAREHOLDERS OF FARM & HOME OIL COMPANY

and

BUCKEYE ENERGY HOLDINGS LLC

Dated December 21, 2007

TABLE OF CONTENTS

i

ii

EXHIBITS

iii

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (the “ Agreement ”) is made as of December 21, 2007, by and among BUCKEYE ENERGY HOLDINGS LLC, a Delaware limited liability company (the “ Purchaser ”), FARM & HOME OIL COMPANY, a Pennsylvania corporation (the “ Company ”), the Persons set forth on the signature page hereof under the heading “Sellers” (each individually referred to as a “ Seller ” and collectively referred to as the “ Sellers ”), and RICHARD A. LONGACRE (“ Sellers’ Representative ”).  The Purchaser, the Sellers, Sellers’ Representative, and the Company are sometimes referred to individually as a “ Party ” and collectively as the “ Parties .”  Certain capitalized terms which are used herein are defined in Article VIII below.

WHEREAS, as of the date hereof, the Sellers collectively own 100% of the Company Stock;

WHEREAS, pursuant to this Agreement, the Parties desire for the Company, no later than one day prior to Closing, to merge with and into a newly formed Delaware limited liability company owned 100% by the Sellers (“ F&H LLC ”);

WHEREAS, the Parties desire to enter into this Agreement pursuant to which the Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers, all of the F&H Membership Interests (as defined in Section 5.1).

NOW, THEREFORE, incorporating the foregoing herein and in consideration of the premises and the mutual promises made herein, and in consideration of the representations, warranties, covenants and agreements herein contained, intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I
THE CLOSING; PURCHASE AND SALE OF MEMBERSHIP INTERESTS

1.1            Purchase and Sale of Membership Interests .  At the Closing, subject to the terms and conditions of this Agreement, including but not limited to the conditions precedent to Closing set forth in Sections 7.1 and 7.2 below, as applicable, the Purchaser shall purchase and accept from the Sellers, and the Sellers shall sell, transfer and deliver to the Purchaser, all of the F&H Membership Interests.

1.2            Purchase Price .  The purchase price for the F&H Membership Interests shall be One Hundred Forty Five Million Five Hundred Thousand Dollars ($145,500,000) (the “ Purchase Price ”), to be paid by the Purchaser as described in Section 1.4 below.

1.3            The Closing .  The closing of the purchase and sale of the F&H Membership Interests and the transactions relating thereto (collectively, the “ Closing ”) shall take place at the offices of Blank Rome LLP, One Logan Square, Philadelphia, Pennsylvania 19103, commencing at 9:00 a.m., local time, on the day immediately following the date on which the F&H LLC Merger is consummated pursuant to Section 5.1 of this Agreement.  Subject to Article IX below, failure to consummate the purchase and sale provided for in this Agreement on the date and time

and at the place designated pursuant to this Section 1.3 will not result in the termination of this Agreement and will not relieve any party of any obligations under this Agreement.  The date and time of the closing are referred to as the “ Closing Date .”

1.4            Payment of the Purchase Price .  At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Sections 7.1 and 7.2 below:

1.5            The Purchaser shall pay the Purchase Price minus (i) the Escrow Funds payable in accordance with Section 1.5(a) below; minus (ii) the portion of the Executive Sale Bonuses due at the Closing pursuant to the Executive Employment Agreements (the “ Closing Date Executive Sale Bonuses ”) plus 1.45% of the employer portion of the social security tax on such amounts of the Executive Sale Bonuses due at Closing (all of which shall be paid into F&H LLC’s payroll account to be paid promptly to the respective Specified Executives in accordance with the percentages provided for in the Executive Employment Agreements); minus (iii) the amount of the Executive Sale Bonuses (other than the Closing Date Executive Sale Bonuses) required to be paid to the Specified Executives under the Executive Employment Agreements after the Closing Date (all of which shall be deposited by Purchaser into a segregated “rabbi” trust held by PNC Escrow Services, as trustee (the “ Trustee ”) (the “ Executive Sale Bonus Trust ”), to be disbursed in accordance with a Trust Agreement in the form of Exhibit 1.4(a)-1 (the “ Executive Sale Bonus Trust Agreement ”)); minus (iii) all amounts under the long term Indebtedness (including any prepayment premiums, fees or expenses) referenced on Exhibit 1.4(a)-2 outstanding as of the Closing Date (which shall be paid by Purchaser at Closing to payoff such long term Indebtedness); and minus (iv) the amount of Seller Transaction Expenses previously paid by the Company prior to the Closing Date, to the respective Sellers, pro rata in accordance with the percentage amounts set forth next to each Seller’s name on Exhibit 1.4(a)-3 attached hereto (the “ Specified Shareholder Percentages ”), by wire transfer of immediately available funds pursuant to written instructions delivered to the Purchaser prior to the Closing;

(a)            The Purchaser shall pay Seven Million Two Hundred Seventy-Five Thousand Dollars ($7,275,000) (the “ Escrow Funds ”) to the Escrow Agent by wire transfer of immediately available funds pursuant to written instructions delivered to the Purchaser prior to the Closing to be held in an escrow account (the “ Escrow Account ”) established in accordance with, and subject to the terms and conditions of, the Escrow Agreement by and among the Purchaser, the Sellers’ Representative and the Escrow Agent in the form of Exhibit 1.4(b) attached hereto (the “ Escrow Agreement ”).

(b)            The parties hereto acknowledge and agree that (i) the proceeds placed in the Executive Sale Bonus Trust and (ii) the Escrow Funds shall be treated as installment obligations for purposes of Section 453 of the Code, and a Seller shall not be treated as having received any portion of the Executive Sale Bonus Trust or Escrow Funds until such amounts are actually released to such Seller, and no party shall take any action or filing position inconsistent with such characterization.  The parties further agree that, consistent with Proposed Treasury Regulation Section 1.468B-8, Purchaser shall take into account and report for Tax purposes all interest or other income earned from the investment of the Executive Sale Bonus Trust or Escrow Funds or any portion thereof in any Tax year until the distribution of the Executive Sale Bonus Trust or Escrow Funds (or portions thereof) is determined and thereafter to Purchaser and the Sellers in accordance with their respective interests in the Executive Sale Bonus Trust or

Escrow Funds consistent with Proposed Treasury Regulation Section 1.468B-8, who shall take into account and report for Tax purposes all interest or other income earned from the investment of the Executive Sale Bonus Trust or Escrow Funds or any portion thereof in any Tax year.

(d)            At the Closing, the Sellers shall cause all unpaid Seller Transaction Expenses as of the Closing Date to be paid out of the proceeds of the Purchase Price.

(e)            The Sellers shall deliver to the Purchaser all of the membership interest certificates representing the F&H Membership Interests held by them, endorsed in blank or accompanied by duly executed assignment documents.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As a material inducement to the Company and the Sellers to enter into this Agreement and to sell the F&H Membership Interests, and understanding that the Company and the Sellers are relying thereon, the Purchaser hereby represents and warrants that as of the date hereof:

2.1            Organization; Corporate Power and Authorization .  The Purchaser is a limited liability company organized, validly existing and in good standing under the Laws of the state of its formation.  The Purchaser has the requisite power and authority and all material Permits necessary to conduct its business as it has been and is currently being conducted and to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party.  The Purchaser is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required, except where the failure to be so authorized or in good standing would not to result in a Purchaser Material Adverse Change.  The Purchaser’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Purchaser and no other limited liability company proceeding on the part of the Purchaser is necessary to authorize the Transaction Documents and the Transactions, and the Purchaser has duly executed and delivered this Agreement and will have, as of the Closing Date, duly executed and delivered each other Transaction Document to which it is a party.

2.2            Binding Effect and Noncontravention .

(a)            Each Transaction Document to which the Purchaser is a party constitutes, or when executed will constitute, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b)            The execution, delivery and performance by the Purchaser of the Transaction Documents to which the Purchaser is a party and the consummation of the Transactions do not and shall not (with or without notice or lapse of time or both): (i) conflict with or result in a breach of the terms, conditions or provisions of the certificate of formation or operating agreement of the Purchaser; (ii) result in the imposition of any material Lien upon any of the properties or assets of the Purchaser, cause the acceleration or material modification of any

obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which the Purchaser is a party or by which the Purchaser is bound, in each case, in any material respect; (iii) result in a breach or violation by the Purchaser of any of the terms, conditions or provisions of any material Law or Order to which the Purchaser or any of its properties or assets is subject; or (iv) except for compliance with and filings under the HSR Act, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Government Entity.

2.3            Broker Fees .  The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Company or Sellers could become liable or obligated.

2.4            Financial Ability .  The Purchaser has immediately available funds sufficient to consummate the Transactions and acknowledges and affirms that it is not a condition to Closing or any of its other obligations under this Agreement that the Purchaser obtain financing for or relating to any of the Transactions.

2.5            No Litigation .  There is no Action or Proceeding pending or, to the Purchaser’s knowledge, threatened against the Purchaser, its properties, assets or businesses, or Order to which the Purchaser is subject which would result in a Purchaser Material Adverse Change or restrict the ability of the Purchaser to consummate the Transactions and otherwise perform its obligations hereunder.

2.6            Investment .  The Purchaser is acquiring the F&H Membership Interests for its own account, for investment only, and not with a view to any resale or public distribution thereof.  The Purchaser shall not offer to sell or otherwise dispose of the F&H Membership Interests in violation of any Law applicable to any such offer, sale or other disposition.  The Purchaser acknowledges that: (i) the F&H Membership Interests have not been (and will not be) registered under the Securities Act, or any state securities Laws; (ii) there is no (and will be no) public market for the F&H Membership Interests and there can be no assurance that a public market will develop; and (iii) the Purchaser must bear the economic risk of its investment in the F&H Membership Interests for an indefinite period of time.  The Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act, as presently in effect, and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring and holding the F&H Membership Interests.

2.7            Purchaser’s Due Diligence .  The Purchaser acknowledges that, except for the matters that are expressly covered by the provisions of this Agreement, it is relying on its own investigation and analysis in entering into the Transaction Documents and the Transactions.  The Purchaser is an informed and sophisticated participant in the Transactions and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents.  The Purchaser has no Knowledge of any facts and/or circumstances that would make any of the representations and warranties of the Company or the Sellers contained in Articles III and IV untrue or misleading.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As a material inducement to the Purchaser to enter into this Agreement and to purchase the F&H Membership Interests, and understanding that the Purchaser is relying thereon, except as set forth on the Seller Disclosure Schedule, and subject to the preceding paragraph, each Seller hereby represents and warrants, severally and not jointly, that as of the date hereof and as of the Effective Date:

3.1            Power and Authorization .  Such Seller that is an individual has the requisite power, authority, legal right and capacity necessary to enter into, deliver and perform its obligations pursuant to each of the Transaction Documents to which he or she is a party.  Each Seller that is a trust has the requisite power, authority and legal right to enter into, deliver and perform its obligations pursuant to each of the Transaction Documents to which it is a party.  Such Seller’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by such Seller and, in the case of each Seller that is a trust, no other proceeding on the part of such Party is necessary to authorize the Transaction Documents and the Transactions.  Each Seller has duly executed and delivered this Agreement and will have, as of the Closing Date, duly executed and delivered each other Transaction Document to which he, she or it is a party.

3.2            Binding Effect and Noncontravention .

(a)            Each Transaction Document to which such Seller is a party constitutes, or when executed will constitute, a valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b)            The execution, delivery and performance by such Seller of the Transaction Documents to which such Seller is a party and the consummation of Transactions do not and shall not (with or without notice or lapse of time or both): (i) conflict with or result in a breach, in any material respect, of the terms, conditions or provisions of any trust documents applicable to such Seller, (ii) result in the imposition of any Lien upon any of the properties or assets of such Seller, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which such Seller is a party or by which such Seller is bound, in each case, in any material respect; (iii) result in a material breach or material violation by such Seller of any of the terms, conditions or provisions of any Law or Order to which such Seller or any of his or her properties or assets is subject; or (iv) except for the Company’s compliance with and filings under the HSR Act or as otherwise set forth in the Seller Disclosure Schedule, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Government Entity.

3.3            Capital Stock .  Except as set forth in Section 3.3 of the Seller Disclosure Schedule, such Seller holds of record, owns beneficially and has good and marketable title to all

of Seller’s Company Stock, set forth next to such Seller’s name in Section 4.3(a)  of the Company Disclosure Schedule, free and clear of any and all Liens.  Such Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Company Stock that will survive the Closing Date.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY

As a material inducement to the Purchaser to enter into this Agreement and to purchase the F&H Membership Interests, and understanding that the Purchaser is relying thereon, except as set forth on the Company Disclosure Schedule, the Company, as of the date hereof and as of the Effective Date hereby represents and warrants that:

4.1            Organization; Qualification; Corporate Power and Authorization .  The Company is a corporation duly incorporated and subsisting or in good standing under the Laws of the jurisdiction of its incorporation.  The Company has the requisite corporate power and authority and all material Permits necessary to conduct its business as it has been and is currently being conducted and to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which the Company is a party.  The Company is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required, except where the failure to be so authorized or in good standing would not result in a Company Material Adverse Change.  The Company’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Company and no other corporate proceeding on the part of the Company is necessary to authorize the Transaction Documents and the Transactions , and the Company has duly executed and delivered this Agreement and will have, as of the Closing Date, duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party.

4.2            Binding Effect and Noncontravention .

(a)            Each Transaction Document to which the Company is a party constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b)            Except as set forth in Section 4.2(b)(i)  of the Company Disclosure Schedule, the execution, delivery, and performance by the Company of the Transaction Documents to which the Company is a party and the consummation of the Transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time or both):  (i) conflict with or result in a breach of the terms, conditions, or provisions of the certificate of incorporation or bylaws of the Company; (ii) result in the imposition of any Lien upon any of the properties or assets of the Company, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any

Contract to which the Company is a party or by which the Company is bound, in each case, other than to the extent it would not result in a Company Material Adverse Change; (iii) result in a material breach or material violation by the Company of any of the terms, conditions or provisions of any Law or Order to which the Company or the Business is subject; or (iv) except for compliance with and filings under the HSR Act, require any authorization, consent, approval, exemption or other action by or declaration or notice to any third Person or Government Entity.  Section 4.2(b)(ii)  of the Company Disclosure Schedule sets forth all consents, waivers, and other approvals and actions that are required in connection with the Transactions under any Material Contract due to the F&H LLC Merger.  Section 4.2(b)(iii)  of the Company Disclosure Schedule sets forth all consents, waivers, and other approvals and actions that are required in connection with the Transactions under any Material Contract other than due to the F&H LLC Merger.  The Company is not in breach of its certificate of incorporation or bylaws.

4.3            Capitalization; Subsidiaries .

(a)            Section 4.3(a)  of the Company Disclosure Schedule sets forth as of the date hereof, (i) the number of shares of authorized capital stock of the Company and of each class of the Company’s capital stock; (ii) the number of issued and outstanding shares of each class of the Company’s capital stock, the names of the record holders thereof, and the number of shares held by each such holder; and (iii) the number of shares of the Company’s capital stock held in treasury.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock.

(b)            All of the issued and outstanding shares of the Common Stock have been duly authorized, are validly issued, fully paid, and non-assessable, have not been issued in violation of, and are not subject to, any preemptive or subscription rights and are owned of record and beneficially by the Sellers free and clear of all Liens.  There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company’s capital stock.  Upon transfer of the F&H Membership Interests to Purchaser in accordance with the terms of Article I, Purchaser will receive valid title to the F&H Membership Interests, free and clear of all Liens.

(c)            All of the issued and outstanding shares of the Common Stock were issued in compliance with applicable Laws, in all material respects.  None of the issued and outstanding shares of the Common Stock was issued in violation, in any material respect, of any Contract to which the Sellers or the Company is a party or is subject to or in violation, in any material respect, of any preemptive or similar rights of any Person.

(d)            The Company has no subsidiaries.

(e)            Except as set forth in Section 4.3(e)  of the Company Disclosure Schedule, neither the Sellers nor the Company is a party or subject to any stockholder agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the issued and outstanding shares of the Common Stock.  The Company does not have outstanding any bonds, debentures, notes or

other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.

4.4            Financial Statements .

(a)            Section 4.4(a)  of the Company Disclosure Schedule contains copies of the following financial statements for the Company (collectively, the “ Financial Statements ”):

(i)             the Company’s audited balance sheets and related statements of income and cash flows for the fiscal years ended June 30, 2007, 2006 and 2005; and

(ii)            the Company’s unaudited balance sheet as of October 31, 2007 (the “ Latest Balance Sheet ”) and related statements of income and cash flows as prepared by management for the four month period ended October 31, 2007.

(b)            Except as set forth in Section 4.4(b)  of the Company Disclosure Schedule, each Financial Statement (including the notes thereto) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and fairly presents, in all material respects, the financial condition of the Company as of such dates and the results of the Company’s operations for the periods specified, except as disclosed in such Financial Statements; provided, however , that the unaudited financial statements are subject to normal recurring year-end audit adjustments (which are not expected to be material), and do not contain all footnotes required under GAAP.

(c)            The Company has established and maintains an effective system of internal policies and controls, including operational, financial reporting and organizational controls, sufficient to provide reasonable assurances that all material matters arising in connection with the operation of its business are reported to the Company’s senior management in a timely manner .

4.5            Events Subsequent to the Latest Balance Sheet .  Except as and to the extent set forth in the Latest Balance Sheet or incurred in the ordinary course of the Business or except as set forth in Section 4.5 of the Company Disclosure Schedule, since the date of the Latest Balance Sheet until the date hereof, (i) the Company has not incurred any obligations required by GAAP to be reflected or reserved against on a balance sheet of the Company and (ii) the Company has operated the Business in the ordinary course and there has been no Company Material Adverse Change.  Except as expressly set forth in the Financial Statements or in Section 4.5 of the Company Disclosure Schedule, since the Latest Balance Sheet until the date hereof, the Company has not declared, set aside or paid any dividends or distributions (including, but not limited to, (1) repurchase or redemption of stock or (2) in cash, stock or other property).

4.6            Tangible Assets; Inventory .

(a)            Except as set forth in Section 4.6(a)  of the Company Disclosure Schedule, the Company has good and valid title to, or a valid leasehold interest in, the Tangible Assets reflected on the Latest Balance Sheet or acquired since the date thereof (other than assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet), free and clear of any and all Liens other than Permitted Liens.

(b)            The Tangible Assets described in Section 4.6(a) are free from material defects, have been maintained in accordance with normal industry practice, and are in reasonably satisfactory operating condition, ordinary wear and tear and aging excepted.

(c)            Except as set forth in Section 4.6(c)  of the Company Disclosure Schedule, all inventory of the Company reflected on the Latest Balance Sheet consisted, and all such inventory acquired since the Latest Balance Sheet consists, of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, subject to normal and customary reserves and allowances consistent with past practice.

4.7            Compliance with Laws .  Except with regard to the tax matters addressed in Section 4.8, the environmental matters addressed in Section 4.9, the real estate matters in Section 4.13, and the employee matters addressed in Sections 4.13 and 4.14, the Company has complied with all Laws and Orders relating to the Company or the operation of the Business, other than those Laws and Orders the violation of which would not result in a Company Material Adverse Change and other than as set forth in Section 4.7 of the Company Disclosure Schedule.  Except as set forth in Section 4.7 of the Company Disclosure Schedule, the Company has not received written notice alleging any violations of Laws within the last twelve (12) months.  All material Permits necessary to the conduct by the Company of the Business are listed in Section 4.7 of the Company Disclosure Schedule, are in full force and effect, no material violations with respect to any thereof have occurred and no Action or Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or materially limit any thereof.

4.8            Tax Matters .  Except as set forth in Section 4.8 of the Company Disclosure Schedule:

(a)            The Company has prepared in good faith and duly filed all Tax Returns with respect to the Company required to be filed with any Tax authority.  All Taxes owed by the Company (whether or not shown on any Tax Return) have been paid.  The Company is not currently the beneficiary of any extension of time within which to file any Tax Return which has continuing effect.

(b)            There is no material dispute or claim concerning any Tax Liability of the Company either (i) claimed or raised by any Tax authority in writing or (ii) as to which any of the Sellers or the Company has Knowledge based upon personal contact with any agent of such Taxing Authority.

(c)            The Sellers have furnished to the Purchaser correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by the Company since December 31, 2004.

(d)            The Company is not a party to any tax allocation or sharing agreement.  The Company has not been a member of an Affiliated Group filing a consolidated federal Tax Return.

(e)            The Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since April 2, 1990 (and under all comparable provisions of state, local, or foreign law since the dates set forth in Section 4.8(e)  of

the Company Disclosure Schedule) and the Company will be an S corporation up to and including the day the Company merges with F&H LLC.  The Company is not currently subject to, nor will be subject to by virtue of the transactions contemplated by this Agreement, either the built-in-gains tax under Section 1374 of the Code or the passive income tax under Section 1375 of the Code.

(f)             The Company (i) has not waived any statute of limitations in respect of Taxes or (ii) agreed to any extension of time with respect to a Tax assessment or deficiency, in each case which has continuing effect.

(g)            None of the Sellers is a “foreign person” as such term is defined in Section 1445 of the Code.

(h)            The Company has not agreed to make, nor is it required to make, any adjustment under Section 481(a) of the Code (or any similar provision of state, local or foreign law) by reason of a change in accounting method or otherwise, and the IRS has not proposed any such adjustment or change in accounting method.  The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax law); (ii) installment sale or open transaction disposition made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date.

(i)             The Company has complied (and until the Closing Date will comply) in all material respects with the provisions of the Code relating to the withholding and payment of Taxes, including, without limitation, the withholding and reporting requirements under Code sections 1441 through 1464, 3401 through 3406, and 6041 through 6049, as well as similar provisions under any other laws, and have, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper Government Entity all amounts required.

(j)             The Company has not been the “distributing company” (within the meaning of Section 355(a)(1) of the Code) nor the “controlled corporation” (within the meaning of Section 355(a)(1) of the Code) (i) within the two-year period ending as of the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this Agreement.

(k)            The Company has not entered into any transaction that is either a “listed transaction” or that the Company believes in good faith is a “reportable transaction” (both as defined in Treas. Reg. § 1.6011-4).

(l)             The amounts set forth on the “Distributions for 2007 Shareholder Income Taxes” spreadsheet (attached to Section 4.8(l)  of the Company Disclosure Schedule) represent the actual month and amount of distributions made to the Sellers for purposes of making their respective required estimated tax payments attributed to the Company’s income as required pursuant to the Code.  The amount of such distributions were based upon a good faith belief of

the Company’s income for the applicable tax period and were consistent with the Company’s past practices in making such Tax distributions to the Sellers.

4.9            Environmental Matters .  Except as set forth in Section 4.9 of the Company Disclosure Schedule: (i)  the Company is in material compliance with all applicable Environmental Laws and has in place all material permits and approvals required by applicable Environmental Laws;  (ii) the Company has not received written notice of any material violations or liabilities arising under Environmental Laws; (iii) the Company has no Knowledge of releases or threatened releases of Hazardous Materials at or from its Real Property or from property to which the Company has transported, or arranged for transport for the treatment, storage, handling or disposal of, Hazardous Materials; and (iv) there are no pending or, to the Knowledge of the Company, threatened claims arising under Environmental Laws that have been or may be filed by any Person with respect to the Real Property or the conduct of the Business.  The representations contained in this Section 4.9 sets forth sole and exclusive representations and warranties with respect to environmental matters and Environmental Laws.

4.10          Intellectual Property .

(a)            Section 4.10 of the Company Disclosure Schedule identifies each item of material Intellectual Property owned or licensed by the Company ( other than trade secrets and know-how not embodied in any form or medium) .

(b)            To the Company’s Knowledge, none of the material Intellectual Property currently used in the conduct of the Business (other than ready-to-use, pre-packaged software or software which is commercially available to the public) infringes upon the Intellectual Property rights of any other Person.  The Company is not a party to any Action or Proceeding, or any Order, and, to the Knowledge of the Company, none is threatened or imminent, alleging any infringement, violation or misappropriation of Intellectual Property rights of any other Person.

(c)            The Company exclusively owns or has a right to use all material Intellectual Property currently used (in the manner in which it is being used) in the conduct of the Business.

4.11          Real Estate .

(a)            Section 4.11(a)  of the Company Disclosure Schedule lists all real property owned by the Company as of the date hereof (the “ Owned Real Property ” or “ Real Property ”). With respect to each parcel of Owned Real Property (each, a “ Parcel ”), except as set forth in Section 4.11(a)  of the Company Disclosure Schedule:

(i)             the entity owning such Parcel has fee simple title to such Parcel and all buildings, fixtures and improvements situated thereon, which, as of the Closing Date, shall be free and clear of all Liens, other than Permitted Liens;

(ii)            each Parcel is in compliance, in all material respects, with all applicable building, zoning, subdivision, and land use Laws affecting such Parcel; and

(iii)           there are no outstanding options or rights of first refusal to purchase any Parcel or any portion thereof or interest therein.

(b)            Except as set forth in Section 4.11(b)  of the Company Disclosure Schedule, the Company does not lease any real property as a tenant.  Section 4.11(b)  of the Company Disclosure Schedule lists all real property leased by the Company as a landlord pursuant to a real property lease (each, a “ Lease ”). With respect to each Lease, and except as disclosed in Section 4.11(b)  of the Company Disclosure Schedule: (i) neither the Company nor, to the Knowledge of the Company, any other party to such Lease or any sublease, is in material breach or default and (ii) each Lease is the legal, valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereunder and enforceable against the Company and, to the Knowledge of the Company, such other party in accordance with its terms, except as such enforceability may be limited by (y) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and (z) applicable equitable principles (whether considered in a proceeding at law or in equity).

(c)            Except as set forth in Section 4.11(c)  of the Company Disclosure Schedule, the Real Property constitutes all the interests in real property owned, leased, used or held for use by the Company in connection with, or that are necessary for, or otherwise material to, the conduct of the Business as presently conducted.

(d)            Except as set forth in Section 4.11(d)  of the Company Disclosure Schedule (i) the Company has not received written notice of any outstanding, pending, or threatened condemnation proceedings relating to any Real Property, and (ii) there are no parties (other than the Company) in possession of any Owned Real Property, other than tenants under any oral or written leases or subleases who are in possession of space to which they are entitled.

(e)            Prior to the date hereof, Company has delivered, or caused to be delivered, to Purchaser copies (for review at Company’s offices and/or for review off site) of all Leases, deeds, mortgages, surveys, licenses, leases, title insurance policies, if any, and certificates of occupancy or equivalent documentation with respect to the Real Property in the possession or control of the Company.

4.12          Litigation .  Except as set forth in Section 4.12 of the Company Disclosure Schedule, there is no Action or Proceeding pending or, to the Knowledge of the Company, threatened against the Company and there is no Order to which the Company is subject which would result in a Company Material Adverse Change.

4.13          Labor Relations .  The Company has complied in all material respects with all applicable Laws relating to employment practices.

(a)            The Company is not a party to or bound by, and has never been a party to or bound by, any collective bargaining agreement.  No application or petition for an election of or for certification of a collective bargaining agent relating to the Company is pending as of the date of this Agreement.

(b)            There has not been pending or existing during the twelve (12) month period preceding the date of this Agreement any strike, slowdown, work stoppage or lockout involving the Company.

(c)            As of the date of this Agreement, there is no unfair labor practice charge or complaint against the Company pending before the National Labor Relations Board or similar governmental agency outside of the United States, and no such charge or complaint has been made against the Company during the last twelve (12) months prior to the date of this Agreement.

(d)            Except as set forth in Section 4.13 of the Company Disclosure Schedule, the Company is, and has been for the last twelve (12) months prior to the date of this Agreement, in compliance, in all material respects, with all Laws relating to employment, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health workers’ compensation and the collection and payment of withholding and/or Social Security taxes and similar Taxes.

4.14          Employee Plans .

(a)            Section 4.14(a)  of the Company Disclosure Schedule identifies each of the Employee Plans and Employee Benefit Arrangements.  Except as set forth in Section 4.14(a)  of the Company Disclosure Schedule, the Company does not have any current Liability with respect to any Employee Plan or Employee Benefit Arrangment or any commitment or obligation to establish any other Employee Plan or Employee Benefit Arrangement.  The Company has furnished to the Purchaser copies of all Employee Plans that are in writing, Employee Benefit Arrangments that are in writing and all amendments thereto together with, where applicable, each Employee Plan’s summary plan description and any summaries of material modifications thereto.  With respect to this Section 4.14, the term “Company” includes any ERISA Affiliate.

(b)            Except as set forth in Section 4.14(b)  of the Company Disclosure Schedule, each Employee Plan and Employee Benefit Arrangement (and each related trust, insurance contract or funding arrangement) has been maintained and operated in accordance with its terms and complies in all material respects with the applicable requirements of Law, including ERISA and the Code, and has been operated in compliance with its terms, in all material respects , and no condition exists with respect to the maintenance and operation of any Employee Plan or Employee Benefit Arrangement that has resulted or would result in any penalty or excise taxes under applicable Law, including ERISA and the Code.

(c)            The Company does not sponsor, maintain or contribute to, and has never sponsored, maintained or contributed to any employee benefit plan subject to Part 3 of ERISA, Sections 412 and 430 of the Code or Title IV of ERISA.  The Company has not incurred any Liability as a result of the failure to comply with the continuation of coverage requirements of Section 601 et. seq. of ERISA and Section 4980B of the Code.

(d)            Except as set forth in Section 4.14(d)  of the Company Disclosure Schedule, none of the Employee Plans or Employee Benefit Arrangements provides for medical or death benefits beyond termination of service or retirement, other than (i) coverage mandated

by Law, or (ii) death or retirement benefits under a benefit plan qualified under Section 401(a) of the Code.

(e)            None of the Employee Plans or Employee Benefit Arrangements is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (“ Multiemployer Plan ”), and the Company has never contributed to or been obligated to contribute to any Multiemployer Plan on behalf of any employees of the Company.

(f)             Any Employee Plan or Employee Benefit Arrangement listed in Section 4.14(a)  of the Company Disclosure Schedule has been maintained and operated in accordance with the requirements of Section 409A of the Code, to the extent applicable.

4.15          Employees .  Section 4.15 of the Company Disclosure Schedule contains a true and complete list as of the date hereof of (i) the employees employed by the Company having an annual base salary in calendar year 2007 of $100,000 or more, and (ii) the rate of all compensation paid by the Company to each such employee in calendar year 2007 plus any bonus, contingent or deferred compensation related to fiscal year 2007.  Except as set forth in Section 4.15 of the Company Disclosure Schedule, no employee listed in Section 4.15 of the Company Disclosure Schedule has provided written notice to the Company of its intention to terminate employment with the Company.

4.16          Affiliate Transactions .  Except as set forth in Section 4.16 of the Company Disclosure Schedule, no officer, director, employee, shareholder or Affiliate of the Company or any individual related by blood, marriage or adoption to any such individual, or any entity in which any such Person or individual owns any beneficial interest, is a party to any Contract or transaction with the Company (other than Contracts set forth in Section 4.18 of the Company Disclosure Schedule) or has any interest in any assets or property used by the Company (collectively, “ Affiliate Transactions ”).

4.17          Insurance .  Section 4.17 of the Company Disclosure Schedule sets forth a (i) list of each insurance policy, self-insurance arrangement and fidelity bond which covers the Company or its respective properties, assets and business (the “ Policies ”), and (ii) list of all pending claims under the Policies.  Except as set forth in Section 4.17 of the Company Disclosure Schedule, there are no pending claims under any of the Policies as to which coverage has been questioned, denied or disputed by the insurer or in respect of which the insurer has reserved its rights.  The Policies are in full force and effect and provide insurance in such amounts and against such risks as the Company reasonably has determined to be prudent in accordance with the conduct of its respective businesses.

4.18          Contracts .  Section 4.18 of the Company Disclosure Schedule identifies a list, as of the date of this Agreement, of all of the following Contracts (collectively, the “ Material Contracts ”):

(a)            Contracts for any capital expenditure or future acquisition or sale by the Company of any assets involving $100,000 individually (or in the aggregate, in the case of any related series of Contracts) (excluding fixed price customer Contracts);

(b)            Contracts relating to joint ventures or partnerships of the Company;

(c)            (i) Contracts (other than fixed price customer contracts) calling for future aggregate purchase prices or payments to or from the Company in any one year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of Contracts); and (ii) as of December 19, 2007, fixed price customer Contracts calling for future aggregate payments to the Company in any one year of more than $250,000 in any one case (or in the aggregate, in the case of any related series of such Contracts);

(d)            Contracts containing covenants of the Company prohibiting or materially limiting the right to compete in any line of business or prohibiting or restricting its ability to conduct business with any Person or in any geographical area;

(e)            Contracts relating to the acquisition by the Company of any operating business, the capital stock of any other Person or, except for inventory and Tangible Assets acquired in the ordinary course of business, any other assets or property (real or personal) for a purchase price of more than $100,000 individually (or in the aggregate, in the case of any related series of Contracts), to the extent such acquisition occurred since December 31, 1997;

(f)             Contracts requiring the payment by or to the Company of a royalty, override or similar commission or fee of more than $100,000 in any one year;

(g)            all collective bargaining agreements and all Contracts relating to employment, compensation, benefits, termination, retention, severance (other than standard employee manuals and the like);

(h)            Contracts relating to the creation of Liens (other than the Permitted Liens) or the guarantee of the payment of Liabilities or performance of obligations of any other Person by the Company;

(i)             Contracts and other agreements pursuant to which any Person has granted to the Company or has been granted by the Company the right to use or purchase any Tangible Assets or Intellectual Property and involving the payment of amounts in excess of $100,000 in any one year; and

(j)             all notes, debentures, bonds, equipment trusts, letters of credit, loans or other Contracts for Indebtedness or lending of money (other than to employees for travel expenses in the ordinary course of business) or Contracts for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person.

The Company has furnished to the Purchaser true, correct and complete copies of all of the Material Contracts.  With respect to each Material Contract, as of the date of this Agreement (a) such Material Contract is legal, valid, binding, enforceable, and in full force and effect with respect to the Company, as applicable, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at Law or in equity), (b) the Company is not in material breach or default under any Material Contract, and (c) to the Knowledge of the Company, no other party to any Material Contract is in material breach or default thereof, other than as set forth in Section 4.18 of the Company Disclosure Schedule.  On December 20, 2007, the Company did not enter into any

fixed price customer Contracts of a type required to be listed in Section 4.18(c)(ii) above that would be in violation of the covenant set forth in Section 5.2(i)(ii).

4.19          Customers; Suppliers .  As of the date hereof, the Company has not received any notice that any party intends to cancel any Material Contract or materially reduce the level of business it conducts with the Company.

4.20          Broker Fees .  Except as set forth in Schedule 4.20 of the Company Disclosure Schedule, neither the Company nor the Sellers have any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Purchaser or the Company (following the Closing) could become liable or obligated.

4.21          Derivative and Hedging Activity .  Section 4.21 of the Company Disclosure Schedule sets forth a list, as of December 19, 2007, of (i) all outstanding Derivative Transactions to which the Company is a party as of the date hereof, whether or not the Company continues to have any obligations thereunder and (ii) all terminated Derivative Transactions to which the Company was a party prior to the date hereof, if Company has any contingent liability thereunder.  The Company has provided Purchaser with true, correct and complete copies of all material documentation relating to the Derivative Transactions that are required to be set forth in Section 4.21 of the Company Disclosure Schedule prior to the date hereof.  The Company has duly performed all of its obligations, in all material respects, under all Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations or defaults, in any material respect, by the Company or allegations or assertions of such by any party thereunder.  All outstanding Derivative Transactions are legal, valid and binding obligations of the Company and, to the Knowledge of the Company, the other parties thereto enforceable against the Company and such parties in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the rights of creditors generally and applicable general principles of equity (whether considered in a proceeding at law or in equity)), and are in full force and effect.  On December 20, 2007, the Company did not enter into any Derivative Transaction of a type required to be listed in Section 4.21(i) above that would be in violation of the covenant set forth in Section 5.2(l).

4.22          Disclaimer .  No representation or warranty is being made to Purchaser by the Company or Sellers except as specifically set forth in Article III and Article IV.  Except as otherwise specifically provided in Article III and Article IV, the F&H Membership Interests are being acquired AS IS AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY.

ARTICLE V
COVENANTS AND OTHER AGREEMENTS

5.1            F&H LLC Merger .  No later than the day immediately prior to the Closing Date, the Sellers shall form F&H LLC and issue membership interests in F&H LLC (the “ F&H Membership Interests ”) to each of the Sellers, such that F&H LLC shall be owned 100% by the Sellers as of the Closing Date, free and clear of all Liens.  On the date on which all conditions to the obligations of the Parties to consummate the Transactions are satisfied or waived (including the delivery (into escrow) of all documents required to be delivered at the Closing) (the

“ Effective Date ”), the Purchaser shall provide a written notice to the Sellers’ Representative that all of the conditions of Purchaser’s obligations to consummate the Closing are satisfied or waived (the “ Purchaser Closing Notice ”).  On the Effective Date, the Company will file an Articles of Merger with the Secretary of State of the Commonwealth of Pennsylvania and a Certificate of Merger with the Secretary of State of the State of Delaware causing the Company to merge with and into F&H LLC, with F&H LLC surviving the merger (the “ F&H LLC Merger ”), and, upon consummation of the F&H LLC Merger, F&H LLC will use its commercially reasonable efforts to qualify F&H LLC to do business in the jurisdictions in which it is required to be so qualified. Notwithstanding anything to the contrary in this Agreement, upon the date of the delivery of the Purchaser Closing Notice, the Purchaser shall be obligated to consummate the Closing of the Transactions on the Closing Date, without regard to any condition hereunder, and its failure to do so shall be a breach of this Agreement, in which case the Sellers, Company and F&H LLC shall have all rights and remedies, including those provided for in Sections 9.2 and 9.3 hereof.

5.2            General; Operation of Business .  Each of the Parties shall use its commercially reasonable efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article VII below).  From the date of this Agreement through the Closing, except as the Purchaser may approve otherwise (with such approval not to be unreasonably withheld or delayed), or as otherwise expressly contemplated or permitted by the Transaction Documents, the Company shall conduct the Business in the ordinary course in accordance with past practice and in compliance, in all material respects, with all Laws, Permits and Contracts and use its commercially reasonable efforts to preserve and protect the Company’s material assets and properties and its current relationship with customers, suppliers and others with which the Company has a business relationship.  Without limiting the generality of the foregoing and, except as contemplated or permitted by this Agreement or the Transaction Documents or as set forth on Schedule 5.2 , with respect to the period between the execution of this Agreement and the Closing Date, the Company shall:

(a)            cause all transactions between the Company, on the one hand, and third Persons, on the other hand, to take place on arm’s length terms and not enter into any transactions with any Affiliates of the Company (other than as expressly permitted in this Agreement);

(b)            ensure that, except in the ordinary course of business, no change is made to any written agreement with any key employee or consultant, including any Contract relating to employment, compensation, benefits, termination, retention, or severance;

(c)            not declare or pay any dividends or distributions (including, but not limited to, repurchase or redemption of stock) to the Sellers, except : (i) upon prior written notice to Purchaser, for dividends and distributions paid to the Sellers in an amount sufficient to pay their respective Tax liabilities on account of taxable income of the Company (including distributions made on the Closing Date in amounts reasonably sufficient to cover income Tax liabilities of the Sellers on account of taxable income of the Company’s business for the period through the Closing Date (but excluding Tax liabilities of the Sellers on account of the Transactions)); provided, however, (x) if, for the tax year ended December 31, 2007, the amount

of such tax distributions (which shall be calculated in a manner consistent with the methodology used to calculate the amount of distributions made to Sellers during the previous three estimated tax periods in 2007, as reflected on Schedule 5.2(c) ) are in excess of $679,000, the Company will obtain the consent of Purchaser (which shall not be unreasonably withheld or delayed) for all tax distributions in excess of $679,000 and (y) for any portion of the taxable year beginning on January 1, 2008, the Company shall not make a tax distribution to the Sellers until the Company delivers a calculation showing the amount of such tax distribution to the Purchaser (which shall be prepared consistent with the past practices of the Company in determining prior tax distributions) and the Purchaser consents to the amount of such tax distribution, which consent shall not be unreasonably withheld or delayed; and (ii) for the quarterly payments set forth on Schedule 5.2 attached hereto required to repay a shareholder loan in accordance with the Stock Purchase Agreement, dated as of April 30, 1998, among certain of the stockholders of the Company;

(d)            not (i) issue or authorize for issuance any shares of capital stock, any options, warrants, purchase rights, subscription rights, conversion rights or other Contracts that, directly or indirectly, could require the Company to issue any shares of capital stock, (ii) sell or otherwise cause to become outstanding shares of capital stock or other security, or make any change in any such issued and outstanding security, or (iii) redeem, purchase or otherwise acquire any such security;

(e)            maintain its separate corporate existence, pay its debts and Taxes when due (unless being contested in good faith by appropriate proceedings and for which adequate reserves have been established), use commercially reasonable efforts to keep available the services of its present employees (without the obligation to pay additional bonuses or increase compensation), maintain its books and records in accordance with past practice, and use its reasonable best efforts to maintain in full force and effect all material Permits;

(f)             not adopt or propose any amendment to the certificate of incorporation or bylaws of the Company;

(g)            not (i) assume, incur or guarantee any Indebtedness (other than draw downs under the Credit Agreement in the ordinary course of business consistent with past practice), (ii) modify the terms of any existing Indebtedness, (iii) other than sales of inventory in the ordinary course of business consistent with past practice, sell, lease, transfer or assign any property or assets of the Company with a value in excess of $250,000 individually (or in the aggregate, in the case of any related series of transactions), or (iv) mortgage, pledge or permit to become subject to Liens (other than Permitted Liens) any properties or assets of the Company;

(h)            not (i) make any loans, advances or capital contributions to, or investments in, any Person or (ii) cancel any debts or waive any claims or rights of substantial value;

(i)             not (i) amend, modify or terminate, or waive, release or assign any rights under, any Material Contract without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) or (ii) other than in the ordinary course of business consistent with past practice, enter into any Contract which, if in effect on the date hereof, would

have been required to be set forth in Section 4.18 of the Company Disclosure Schedule as a Material Contract; provided, however , that, even in the ordinary course of business, the Company shall not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), make any spot purchases of product in excess of 25,000 barrels or enter into any fixed price sales agreements in excess of 25,000 barrels or with a term longer than twelve (12) months;

(j)             not make any capital expenditure or acquire any assets, properties or rights (other than inventory in the ordinary course of business consistent with past practice) in excess of $250,000 individually (or in the aggregate, in the case of any related series of capital expenditures);

(k)            not (i) make any changes in its accounting methods, principles or practices or (ii) make any Tax election, change its method of Tax accounting, amend any Tax Return or settle any claim relating to Taxes without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld);

(l)             (i) not enter into any Derivative Transactions other than Derivative Transactions that are bona-fide hedges entered into in the ordinary course of business consistent with past practice and (ii) hedge, in Derivative Transactions of a type, amount and tenor consistent with past practice, the inventory purchased by the Company;

(m)           not pay any fee relating to obtaining the consent under the Credit Agreement in connection with the continuation of the Company’s line of credit after the Closing, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed); and

(n)            not agree or otherwise commit, whether in writing or otherwise, to do any of the foregoing.

Notwithstanding anything in this Section 5.2 to the contrary, the Company shall not be prohibited from taking all reasonable actions necessary to consummate the F&H LLC Merger.

5.3            Access to Records .  Subject to the terms of the Confidentiality Agreement, the Purchaser shall be entitled, through its employees and representatives, to enter upon and make such reasonable investigation of the assets, properties, business and operations of the Company, and such examination of the books and records, financial condition and operations of the Company as the Purchaser may reasonably request, including, without limitation, the reports and information set forth on Schedule 5.3 hereto.  Any such investigation and examination shall be conducted at reasonable times upon reasonable prior notice to the Company and under reasonable circumstances; provided, however , that (i) such investigation shall not unreasonably interfere with the business operations of the Company; (ii) the Company shall not be required to provide access to any information or take any other action that would constitute a waiver of the attorney-client privilege; and (iii) the Company need not supply the Purchaser with any information which, in the reasonable judgment of the Company, the Company is under a legal obligation not to supply.

5.4            Supplemental Disclosure; Notice of Developments .

(a)            During the period prior to the Closing Date, each party shall, as soon as practicable, notify the other party in writing of:

(i)             the discovery by such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by such party in this Agreement;

(ii)            any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by such party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;

(iii)           any breach of any covenant or obligation of such party; and

(iv)           any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely.

(b)            If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly (upon discovery) deliver to Purchaser an update to the Disclosure Schedule specifying such change.  No such update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or Sellers in this Agreement, or (ii) determining whether any of the conditions set forth in Article VII has been satisfied ; provided, however, if (X) the Company and Sellers’ Representative expressly acknowledge (in any such notice delivered by the Company and Sellers’ Representative) in good faith that that Purchaser has the right to terminate this Agreement pursuant to Section 9 by reason of such change (taking into account any prior changes so disclosed) and (Y) Purchaser fails to exercise such right to terminate this Agreement, then any right of Purchaser to indemnification (as a result of the breaches relating to the events, conditions, facts and/or circumstances giving rise to the change and any such prior changes) shall be deemed waived, notwithstanding any other provision in this Agreement to the contrary.

(c)            Derivative Activity .  Company hereby agrees to prepare and provide to Purchaser on the Closing Date a list (the “ Closing Derivative List ”) of (A) all outstanding Derivative Transactions to which Company is a party as of the date immediately prior to the Closing Date, whether or not Company continues to have any obligations thereunder and (B) all terminated Derivative Transactions to which Company was a party prior to such date, if Company has any contingent liability thereunder.  The Closing Derivative List shall include the fair market value of each outstanding Derivative Transaction as of such date, with a value to

Company expressed as a positive number and a value to the counterparty thereto expressed as a negative number.  Company shall determine the fair market value of each Derivative Transaction by obtaining quotations from the counterparty to such Derivative Transaction.

5.5            Public Announcements; Confidentiality .

(a)            None of the Company and the Sellers or the Purchaser shall make, or permit any agent or Affiliate to make, any public statements, including any press releases, with respect to this Agreement and the Transactions without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed), except as may be required by any Law or Order or pursuant to any listing agreement with any national securities exchange or stock market, in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.  The Purchaser, the Sellers and the Company shall jointly agree on the content and substance of all public announcements concerning the Transactions.

(b)            The Parties acknowledge that the information being provided to one another in connection with the Transactions (including the terms and conditions of this Agreement and the other Transaction Documents) are subject to the term of the Confidentiality Agreement, the terms of which are incorporated herein by reference.

5.6            Litigation Support .  In the event and for so long as any Party actively is contesting or defending against any third party Action or Proceeding in connection with (a) the Transactions, or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Sellers or the Company, the Purchaser agrees to (i) cooperate with the contesting or defending party and its counsel, (ii) make availa