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Any change in the Common Membership Interest of Seller resulting from the
election of EMS and Purchaser under the terms of the Capital Project Participation Procedures, as defined and set forth in the Amended and Restated Limited Liability Company Agreement dated December 21, 9999, among EMS, Purchaser and CMS Field Services, Inc., allowing Purchaser to participate for EMS's share of the Capital Contribution Project for the extension of the Bighorn facilities into the Sherican Wyoming area in accordance with the capital project AFE dated _____.
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