Execution
      Version

     

      
        

      

    

     

     

     

     

     

    AGREEMENT
      OF PURCHASE AND SALE

    


    For
      the Membership Interests of

    


    MICHIGAN
      PIPELINE & PROCESSING, LLC

    


    


    by
      and between

    


    GANESH
      ENERGY, LLC and GAS PROCESSING & PIPELINE, LLC

    


    


    collectively
      as Seller,

    


    and

    


    DCP
      MIDSTREAM PARTNERS, LP

    


    as
      Buyer,

    


    


    dated
      as of

    


    September
      10, 2008

     

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

    
      Page

        
          

        

      

    

    
      	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	
              Section
                1.1

            	
              Specific
                Definitions

            	
              1

            
	 	 
	
              ARTICLE
                II MECHANICS OF SALE AND PURCHASE

            	
              14

            
	
              Section
                2.1

            	
              Agreement
                to Sell and Purchase

            	
              14

            
	
              Section
                2.2

            	
              Time
                and Place of Closing/Effective Date of Transaction

            	
              14

            
	
              Section
                2.3

            	
              Closing.

            	
              14

            
	
              Section
                2.4

            	
              Seller’s
                Deliveries at Closing

            	
              14

            
	
              Section
                2.5

            	
              Buyer’s
                Deliveries at Closing

            	
              15

            
	
              Section
                2.6

            	
              Deliverables
                For Estimated Purchase Price Determination

            	
              16

            
	
              Section
                2.7

            	
              Post-Closing
                Purchase Price Reconciliation

            	
              16

            
	
              Section
                2.8

            	
              Allocation
                of Purchase Price.

            	
              18

            
	 	 
	
              ARTICLE
                III REPRESENTATIONS AND WARRANTIES OF SELLER

            	
              18

            
	
              Section
                3.1

            	
              Organization;
                Qualification

            	
              19

            
	
              Section
                3.2

            	
              Authority
                Relative to this Agreement

            	
              19

            
	
              Section
                3.3

            	
              Equity
                Interests.

            	
              19

            
	
              Section
                3.4

            	
              Consents
                and Approvals

            	
              21

            
	
              Section
                3.5

            	
              No
                Conflict or Violation

            	
              21

            
	
              Section
                3.6

            	
              Financial
                Information.

            	
              22

            
	
              Section
                3.7

            	
              Contracts.

            	
              22

            
	
              Section
                3.8

            	
              Compliance
                with Law

            	
              23

            
	
              Section
                3.9

            	
              Permits.

            	
              23

            
	
              Section
                3.10

            	
              Litigation

            	
              23

            
	
              Section
                3.11

            	
              Employee
                Matters.

            	
              23

            
	
              Section
                3.12

            	
              Labor
                Relations

            	
              25

            
	
              Section
                3.13

            	
              Intellectual
                Property.

            	
              26

            
	
              Section
                3.14

            	
              Representations
                with Respect to Environmental Matters.

            	
              26

            
	
              Section
                3.15

            	
              Tax
                Matters

            	
              27

            
	
              Section
                3.16

            	
              Insurance.

            	
              27

            
	
              Section
                3.17

            	
              Absence
                of Certain Changes or Events.

            	
              28

            
	
              Section
                3.18

            	
              Absence
                of Undisclosed Liabilities

            	
              29

            
	
              Section
                3.19

            	
              Brokerage
                and Finders' Fees

            	
              29

            


    

     

     

    
      
         

      

      
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          ii
          -

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

    
      (continued)

      Page
        

       

    

    
      	
              Section
                3.20

            	
              Corporate
                and Accounting Records

            	
              29

            
	
              Section
                3.21

            	
              Affiliated
                Transactions

            	
              29

            
	
              Section
                3.22

            	
              Gas
                Imbalances

            	
              30

            
	
              Section
                3.23

            	
              No
                Competing or Alternative Treating Plants Under Development

            	
              30

            
	
              Section
                3.24

            	
              No
                Other Representations or Warranties.

            	
              30

            
	 	 
	
              ARTICLE
                IV REPRESENTATIONS AND WARRANTIES OF THE BUYER

            	
              30

            
	
              Section
                4.1

            	
              Corporate
                Organization; Qualification.

            	
              30

            
	
              Section
                4.2

            	
              Authority
                Relative to this Agreement

            	
              31

            
	
              Section
                4.3

            	
              Consents
                and Approvals

            	
              31

            
	
              Section
                4.4

            	
              No
                Conflict or Violation

            	
              31

            
	
              Section
                4.5

            	
              Availability
                of Funds

            	
              32

            
	
              Section
                4.6

            	
              Litigation

            	
              32

            
	
              Section
                4.7

            	
              Brokerage
                and Finders' Fees..

            	
              32

            
	
              Section
                4.8

            	
              Buyer's
                Acknowledgement.

            	
              32

            
	
              Section
                4.9

            	
              Investment
                Representations.

            	
              32

            
	
              Section
                4.10

            	
              No
                Other Representations or Warranties.

            	
              33

            
	 	 
	
              ARTICLE
                V COVENANTS OF THE PARTIES

            	
              33

            
	
              Section
                5.1

            	
              Consents
                and Approvals.

            	
              33

            
	
              Section
                5.2

            	
              Further
                Assurances

            	
              34

            
	
              Section
                5.3

            	
              Employee
                Matters.

            	
              34

            
	
              Section
                5.4

            	
              Tax
                Covenants.

            	
              37

            
	
              Section
                5.5

            	
              Maintenance
                of Insurance Policies.

            	
              38

            
	
              Section
                5.6

            	
              Preservation
                of Records.

            	
              38

            
	
              Section
                5.7

            	
              Public
                Statements

            	
              39

            
	
              Section
                5.8

            	
              Use
                of Corporate Name

            	
              39

            
	
              Section
                5.9

            	
              Confidentiality

            	
              39

            
	
              Section
                5.10

            	
              MPP
                Financial Statements.

            	
              39

            
	
              Section
                5.11

            	
              Non-competition

            	
              40

            
	
              Section
                5.12

            	
              Conduct
                of Business Pending Closing

            	
              41

            
	 	 
	
              ARTICLE
                VI SURVIVAL; INDEMNIFICATION

            	
              42

            
	
              Section
                6.1

            	
              Survival.

            	
              42

            
	
              Section
                6.2

            	
              Indemnification.

            	
              42

            


    

     

     

    
      
         

      

      
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          iii
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    TABLE
      OF CONTENTS

    
      (continued)

      Page

       

    

    
      	
              Section
                6.3

            	
              Calculation
                of Damages.

            	
              44

            
	
              Section
                6.4

            	
              Procedures
                for Third-Party Claims

            	
              44

            
	
              Section
                6.5

            	
              Procedures
                for First-Party Claims

            	
              45

            
	
              Section
                6.6

            	
              Special
                Indemnification Provision Relating to Environmental
                Matters.

            	
              46

            
	 	 
	
              ARTICLE
                VII CONDITIONS TO CLOSING

            	
              47

            
	
              Section
                7.1

            	
              Conditions
                Precedent to Obligations of Buyer.

            	
              47

            
	
              Section
                7.2

            	
              Conditions
                Precedent to Obligations of Seller

            	
              47

            
	 	 
	
              ARTICLE
                VIII MISCELLANEOUS PROVISIONS

            	
              48

            
	
              Section
                8.1

            	
              Interpretation.

            	
              48

            
	
              Section
                8.2

            	
              Disclosure
                Letters

            	
              48

            
	
              Section
                8.3

            	
              Payments

            	
              49

            
	
              Section
                8.4

            	
              Expenses

            	
              49

            
	
              Section
                8.5

            	
              Choice
                of Law.

            	
              49

            
	
              Section
                8.6

            	
              Assignment

            	
              49

            
	
              Section
                8.7

            	
              Notices

            	
              49

            
	
              Section
                8.8

            	
              Resolution
                of Disputes.

            	
              51

            
	
              Section
                8.9

            	
              No
                Right of Setoff.

            	
              51

            
	
              Section
                8.10

            	
              Time
                is of the Essence

            	
              51

            
	
              Section
                8.11

            	
              Entire
                Agreementt.

            	
              51

            
	
              Section
                8.12

            	
              Binding
                Nature; Third Party Beneficiaries.

            	
              51

            
	
              Section
                8.13

            	
              Counterparts

            	
              52

            
	
              Section
                8.14

            	
              Severability.

            	
              52

            
	
              Section
                8.15

            	
              Headings

            	
              52

            
	
              Section
                8.16

            	
              Waiver

            	
              52

            
	
              Section
                8.17

            	
              Amendment.

            	
              52

            
	
              Section
                8.18

            	
              Seller
                Liability

            	
              52

            
	 	 	 
	
              EXHIBITS

            	 	 
	 	 	 
	
              EXHIBIT
                A

            	
              FIRPTA
                Affidavit

            	 
	
              EXHIBIT
                B

            	
              Form
                of Assumption Agreement

            	 
	
              EXHIBIT
                C

            	
              Form
                of Transition Services Agreement

            	 


    

     

    
      
         

      

      
        -
          iv
          -

        
          

        

      

      
         

      

    

     

    AGREEMENT
      OF PURCHASE AND SALE

    


    This
      AGREEMENT OF PURCHASE AND SALE, dated as of September 10, 2008, is made and
      entered into by and between GANESH ENERGY, LLC, a Michigan limited liability
      company, and GAS PROCESSING & PIPELINE, LLC, a Wyoming limited
      liability company (collectively the “Seller“),
      and
      DCP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Buyer”).

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      Seller
      owns all of the Membership Interests of Michigan Pipeline & Processing, LLC
      (“MPP”);
      and

    


    WHEREAS,
      MPP
      (through its wholly owned Subsidiaries) (i) owns and operates the five plant
      South Chester natural gas CO2
      treating
      facility complex; (ii) owns and operates the 149 mile Grands Lacs pipelines
      that gathers natural gas from various central production facilities in the
      Antrim Shale formation of northeast Michigan (the “CPFs”)
      to the
      South Chester treating facilities; (iii) owns the 56 mile Bay Area Pipeline
      that transports natural gas to Consumers Energy’s Karn power plant complex; (iv)
      owns a 75% interest in the Jackson Pipeline Company, the owner of the Jackson
      Pipeline; and (v) owns an undivided 44% interest in the Litchfield Pipeline
      (collectively, the “Business”);
      and

     

    WHEREAS,
      Buyer
      desires to purchase, and Seller desires to sell to Buyer, all the Membership
      Interests in MPP, upon the terms and subject to the conditions set forth
      herein;

     

    THEREFORE,
      in
      consideration of the foregoing, the representations, warranties, covenants
      and
      agreements set forth in this Agreement, and other good and valuable
      consideration, the adequacy and receipt of which are hereby acknowledged, the
      parties hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.1 Specific
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    
      	
              “Accounting
                Firm”

            	
              shall
                have the meaning set forth in Section
                2.7(c)
                below.

            
	 	 
	
              “Action”

            	
              shall
                mean any administrative, regulatory, judicial or other formal proceeding,
                action, Claim, suit, investigation or inquiry by or before any
                Governmental Authority, arbitrator or mediator, at law or at
                equity.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              “Affiliate”

            	
              shall
                have the meaning set forth in Rule 12b-2 of the General Rules and
                Regulations under the Exchange Act; provided that, when applied to
                Buyer,
                the term “Affiliate” shall not include Spectra Energy Corp, a Delaware
                corporation, or ConocoPhillips, a Delaware corporation, or any entities
                owned, directly or indirectly, by Spectra Energy Corp or ConocoPhillips,
                other than entities owned, directly or indirectly, by Buyer and by
                DCP
                Midstream, LLC.

            
	 	 
	
              “Agreement”

            	
              shall
                mean this Agreement of Purchase and Sale, together with the Seller
                Disclosure Letter, Buyer Disclosure Letter, Annex I and Exhibits
                hereto,
                as the same may be amended or supplemented from time to time in accordance
                with the provisions hereof.

            
	 	 
	
              “Allocation
                Statement”

            	
              shall
                have the meaning set forth in Section
                2.8
                below.

            
	 	 
	
              “ANR”

            	
              shall
                have the meaning set forth in Section
                3.3(d)
                below.

            
	 	 
	
              “Assumption
                Agreement”

            	
              shall
                mean that certain Assumption Agreement in the form of Exhibit
                B
                attached hereto pursuant to which Seller assumes and remains responsible
                for the Retained Liabilities, from and after the Closing
                Date.

            
	 	 
	
              “Bank
                Accounts”

            	
              shall
                mean all of the bank accounts existing in the name of MPP or any
                Entity,
                each of which is described on Schedule 1.1(c) to Seller’s Disclosure
                Schedule by bank, account name, type and purpose, and identifying
                the
                personnel having the power to make withdrawals or otherwise manage
                deposits, withdrawals or other business with respect to such
                accounts.

            
	 	 
	
              “Baseline
                Date”

            	
              shall
                have the meaning set forth in Section
                3.3(e)
                below.

            
	 	 
	
              “Business”

            	
              shall
                have the meaning set forth in the Recitals
                of
                this Agreement.

            
	 	 
	
              “Business
                Day”

            	
              shall
                mean any day that is not a Saturday, Sunday or other day on which
                banks
                are required or authorized by Law to be closed in the City of New
                York.

            
	 	 
	
              “Buyer
                Disclosure Letter”

            	
              shall
                mean the Buyer Disclosure Letter delivered to Seller concurrently
                with
                this Agreement, which is an integral part of this
                Agreement.

            
	 	 
	
              “Buyer
                Indemnified Parties”

            	
              shall
                have the meaning set forth in Section
                6.2(a)
                below.

            


    

     

     

    
      
         

      

      
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          2 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Buyer
                Returns”

            	
              shall
                have the meaning set forth in Section
                5.4(a)(ii)
                below.

            
	 	 
	
              “Cap
                Amount”

            	
              shall
                have the meaning set forth in Section
                6.2(d)
                below.

            
	 	 
	
              “Casualty
                Loss”

            	
              shall
                have the meaning set forth in Section
                7.1(c)
                below.

            
	 	 
	
              “Charlevoix”

            	
              shall
                have the meaning set forth in Section
                3.21
                below.

            
	 	 
	
              “Claims”

            	
              shall
                mean any and all demands, claims, lawsuits, arbitral proceedings,
                causes
                of action, investigations and other proceedings, regardless of the
                stage
                of prosecution and regardless of whether pending before a court,
                regulatory agency or other form of Governmental
                Authority.

            
	 	 
	
              “Closing
                Date”

            	
              shall
                mean the date on which the transactions contemplated by this Agreement
                actually close.

            
	 	 
	
              “Closing
                Net Working Capital”

            	
              which
                may be positive or negative, shall mean an amount equal to Current
                Assets
                minus Current Liabilities as of the Effective Date.

            
	 	 
	
              “Closing
                Statement”

            	
              shall
                have the meaning set forth in Section
                2.7(a)
                below.

            
	 	 
	
              “Code”

            	
              shall
                mean the Internal Revenue Code of 1986, as amended.

            
	 	 
	
              “Commercial
                Contracts”

            	
              shall
                mean any and all contracts to which MPP or an Entity is a party (excluding
                the rights-of-way or easements associated with the pipelines), pursuant
                to
                which MPP or any Entity (i) derives Business revenues or secures
                the right
                to use the assets and properties of the Business or (ii) has provided
                a
                benefit or right to any third Person; Commercial Contracts shall
                include,
                without limitation, all CO2
                treating
                and similar agreements, all natural gas transportation agreements,
                all
                fuel allocation and oxygen specification agreements, all pipeline
                balancing agreements, and all settlement agreements that contain
                currently
                effective commercial terms, and all lease of property to or from
                third
                Persons.

            
	 	 
	
              “Confidentiality
                Agreement”

            	
              shall
                mean the confidentiality agreement entered into by and between DCP
                Midstream Partners, LP and MPP dated May 9, 2008.

            
	 	 
	
              “CPFs”
                

            	
              shall
                have the meaning set forth in the Recitals
                above.

            
	 	 
	
              “Current
                Assets”

            	
              shall
                mean the current assets of MPP, excluding the current portion of
                net
                investment in a direct financing
                lease.

            


    

     

     

    
      
         

      

      
        -
          3 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Current
                Liabilities”

            	
              shall
                mean the current liabilities of the MPP, excluding all debt under
                the
                LaSalle Loan Documents and any other debt affecting the Business,
                and any
                accrued interest accrued on any such debt.

            
	 	 
	
              “Damages”

            	
              shall
                mean judgments, settlements, fines, penalties, damages, Liabilities,
                losses or deficiencies, costs and expenses, including reasonable
                attorney's fees, court costs, expenses of arbitration or mediation,
                and
                other out-of-pocket expenses incurred in investigating or preparing
                the
                foregoing.

            
	 	 
	
              “DCP
                Plans”

            	
              shall
                have the meaning set forth in Section
                5.3(d)
                below.

            
	 	 
	
              “Default
                Rate”

            	
              shall
                mean a per annum rate of interest equal to the prime rate of interest
                charged to Buyer by Wachovia Bank, N.A.

            
	 	 
	
              “Dispute”
                

            	
              shall
                have the meaning set forth in Section
                8.8
                below.

            
	 	 
	
              “Distribution”

            	
              shall
                mean:

              (i) any
                dividend, distribution, repayment or repurchase of share capital,
                capital
                contribution or other return of capital to shareholders or equivalent
                holders of its ownership interests;

              (ii) any
                repayment of any loan owed to an Affiliate;

              (iii) any
                loan made to an Affiliate, other than to any of the
                Entities.

            
	 	 
	
              “Effective
                Date”

            	
              shall
                mean 9:00 AM Eastern Time on the first day of the month in which
                the
                Closing Date occurs.

            
	 	 
	
              “EGM”

            	
              shall
                have the meaning set forth in Section 2.4(f) below.

            
	 	 
	
              “EGM
                Management Agreement”

            	
              shall
                have the meaning set forth in Section
                2.4(f)
                below.

            
	 	 
	
              “Employee
                Plans”

            	
              shall
                have the meaning set forth in Section
                3.11(a)(i).

            


    

     

     

    
      
         

      

      
        -
          4 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Entities”

            	
              shall
                mean the entities, other than Michigan Pipeline & Processing, LLC,
                listed on Annex
                I
                attached hereto and “Entity”
                shall mean one of the entities.

            
	 	 
	
              “Environmental
                Laws”

               

            	
              shall
                mean all federal, state and local Laws or other legal requirement
                in
                effect and existence as of the date of this Agreement relating to
                the
                environment, pollution or protection of the environment for human
                health
                benefit or natural resources (but not Occupational Safety and Health
                Act
                or laws regulating food, drink and medicine), including laws relating
                to
                releases or threatened releases of Hazardous Substances into the
                environment (including ambient air, surface water, groundwater, land,
                surface and subsurface strata), including
                the Comprehensive Environmental Response, Compensation and Liability
                Act
                (42 U.S.C. §9601 et
                seq.),
                the Oil Pollution Act of 1990 (33 U.S.C. §2701 et
                seq.),
                the Resource Conservation and Recovery Act (42 U.S.C. §6901
                et
                seq.),
                the Clean Water Act (33 U.S.C. §1251 et
                seq.),
                the Clean Air Act (42 U.S.C. §7401 et
                seq.),
                the Toxic Substances Control Act (15 U.S.C. §2601 et
                seq.)
                and the Federal Insecticide, Fungicide, and Rodenticide Act
                (7 U.S.C. §136 et
                seq.),
                as to each, as amended and the regulations promulgated pursuant
                thereto.

            
	 	 
	
              “Environmental
                Permit”

            	
              shall
                mean any Permit, formal exemption, identification number or other
                authorization issued by a Governmental Authority pursuant to an applicable
                Environmental Law.

            
	 	 
	
              “Equity
                Interests”

            	
              shall
                mean the equity interests in the Entities owned by MPP.

            
	 	 
	
              “ERISA”

            	
              shall
                mean the Employee Retirement Income Security Act of 1974, as amended,
                and
                the regulations promulgated thereunder.

            
	 	 
	
              “Estimated
                Closing Statement”

            	
              shall
                have the meaning set forth in Section
                2.6
                below.

            
	 	 
	
              “Estimated
                Closing Net Working Capital”

            	
              shall
                mean an estimate of the Closing Net Working Capital.

            
	 	 
	
              “Estimated
                Purchase Price”

            	
              shall
                mean (i) US $145,000,000 plus
                (ii) the Estimated Closing Net Working Capital, (iii) plus
                and/or
                minus,
                as applicable, the various Estimated Purchase Price Adjustments,
                utilizing
                the formula and the rules of applicability set forth in Section
                2.1
                below.

            
	 	 
	
              “Estimated
                Purchase Price Adjustments”

            	
              shall
                have the meaning set forth in Section 2.6
                below.

            


    

     

     

    
      
         

      

      
        -
          5 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Exchange
                Act”

            	
              shall
                mean the Securities Exchange Act of 1934, as amended.

            
	 	 
	
              “Financial
                Statements”

            	
              shall
                have the meaning set forth in Section
                3.6(a)
                below.

            
	 	 
	
              “First-Party
                Claim”

            	
              shall
                have the meaning set forth in Section
                6.5
                below.

            
	 	 
	
              “GAAP”

            	
              shall
                mean United States generally accepted accounting principles as in
                effect
                from time to time

            
	 	 
	
              “Gas
                Imbalance”

            	
              shall
                mean the net aggregate natural gas volumetric imbalance existing
                (i)
                between MPP Bay Area Pipeline, LLC (“MPPB”)
                and Consumers Energy Company under that certain Firm Transportation
                Service Agreement dated May 15, 2000, and (ii) between Cinnabar Energy
                Services & Trading, LLC under a Firm Transportation Service Agreement
                dated in February 2000, as of the Effective Date, reduced to a dollar
                value by multiplying said volumetric imbalance by the monthly price
                published in Inside FERC Market Center Spot Gas Prices, Upper Midwest,
                Consumers Energy city-gate for the month that commences the Effective
                Date. A Gas Imbalance owed to MPP shall be referred to as a “Net
                Positive Gas Imbalance;”
                A Gas Imbalance owed to Consumers Energy Company shall be referred
                to as a
                “Net
                Negative Gas Imbalance.”

            
	 	 
	
              “Governmental
                Authority”

               

            	
              shall
                mean any executive, legislative, judicial, tribal, regulatory, taxing
                or
                administrative agency, body, commission, department, board, court,
                tribunal, arbitrating body or authority of the United States or any
                foreign country, or any state, local or other governmental subdivision
                thereof.

            
	 	 
	
              “HSR
                Act”

            	
              shall
                mean the Hart-Scott-Rodino Antitrust
                Improvements Act of 1976 (Public Law 94-435). 

            
	 	 
	
              “Hazardous
                Substances”

            	
              shall
                mean any chemicals, materials or substances defined as or otherwise
                characterized as “hazardous substances”, “hazardous wastes”, “hazardous
                materials”, “hazardous constituents”, “restricted hazardous materials”,
                “extremely hazardous substances”, “toxic substances”, “contaminants”,
                “pollutants”, “toxic pollutants”, “radioactive” or words of similar
                meaning and regulatory effect under any applicable Environmental
                Law,
                including
                petroleum and its by-products, asbestos, polychlorinated biphenyls,
                radon,
                hazardous waste, mold and urea formaldehyde insulation.

            
	 	 
	
              “Indebtedness”

            	
              of
                any Person shall mean (i) all liabilities and obligations of such
                Person
                for borrowed money or evidenced by notes, bonds or similar instruments,
                (ii) obligations in respect of the deferred purchase price of property
                or
                services (other than any amount that would constitute current assets)
                to
                the extent that such amount would be accrued as a liability on a
                balance
                sheet prepared in accordance with GAAP, (iii) obligations in respect
                of
                capitalized leases, (iv) obligations in respect of letters of credit,
                acceptances or similar obligations, (v) obligations under interest
                rate
                cap agreements, interest rate swap agreements, foreign currency exchange
                contracts or other hedging contracts, and (vi) any guarantee of the
                obligations of another Person with respect to any of the
                foregoing.

            


    

     

     

    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Indemnified
                Party”

            	
              shall
                have the meaning set forth in Section
                6.2(c)
                below.

            
	 	 
	
              “Indemnifying
                Party”

            	
              shall
                have the meaning set forth in Section
                6.2(c)
                below.

            
	 	 
	
              “Indemnity
                Period”

            	
              shall
                have the meaning set forth in Section
                6.1(a)
                below.

            
	 	 
	
              “Insurance
                Policies”

            	
              shall
                have the meaning set forth in Section
                3.16
                below.

            
	 	 
	
              “Interest
                Rate”

            	
              shall
                mean a rate per annum equal to the 30 day London Interbank Offered
                Rate
                plus 1%, as reported daily in the Wall Street Journal.

            
	 	 
	
              “Intellectual
                Property”

            	
              shall
                mean all U.S. and foreign (a) patents and patent applications, (b)
                trademarks, service marks, logos and slogans, (c) copyrights, (d)
                software
                (excluding commercial off-the-shelf software), and (e) all confidential
                and proprietary information and know-how.

            
	 	 
	
              “Karn
                Chromatograph”

            	
              shall
                mean the chromatograph that MPP Bay Area Pipeline, LLC has covenanted
                to
                install at the Consumers Energy Company Karn Units 3 and 4 generating
                facility pursuant to Section 2.4 of that certain Supplemental Agreement
                Between Consumers Energy Company and MPP Bay Area Pipeline, LLC dated
                October 29, 2007.

            
	 	 
	
              “Karn
                Chromatograph Costs”

            	
              shall
                mean the equipment, parts, freight/transportation, and testing costs
                and
                any expenses associated with the Karn Chromatograph and its installation,
                including any costs, charges or burdens that Consumers Energy Company
                may
                impose in connection with the Karn Chromatograph and its installation,
                a
                good faith estimate of which has been provided by Seller to
                Buyer.

            
	 	 
	
              “Knowledge”

            	
              shall
                mean: (i) as to Seller, the knowledge of those Persons set forth
                in
                Section 1.1(b) of the Seller Disclosure Letter, which knowledge will
                be
                based in part on the results of due inquiry made of David M. Bennett
                and
                Dave H. Meredith, the operations managers of the Business, or (ii)
                as to
                Buyer, the knowledge of those Persons set forth in Section 1.1(b)
                of the
                Buyer Disclosure Letter.

            
	 	 
	
              “LaSalle
                Bank”

            	
              shall
                mean LaSalle Bank National
                Association.

            


    

     

     

    
      
         

      

      
        -
          7 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “LaSalle
                Loan Document”

            	
              shall
                mean that certain Amended and Restated Credit Agreement dated May
                16, 2007
                executed by MPP and Seller, together with all guaranty agreements,
                security agreement and ancillary agreements and documents executed
                and/or
                delivered in connection therewith.

            
	 	 
	
              “LaSalle
                Loan Lien Releases”

            	
              shall
                have the meaning set forth in Section
                2.4(f)
                below.

            
	 	 
	
              “LaSalle
                Loan Pay-Off Certificate”

            	
              shall
                have the meaning set forth in Section
                2.6
                below.

            
	 	 
	
              “Law”

            	
              shall
                mean any statute, treaty, code, law, ordinance, executive order,
                rule or
                regulation (including a regulation that has been formally promulgated
                in a
                rule-making proceeding but, pending final adoption, is in proposed
                or
                temporary form having the force of law); guideline or notice having
                the
                force of law; or approval, permit, license, franchise, judgment,
                order,
                decree, injunction or writ of any Governmental Authority applicable
                to a
                specified Person or specified property, as in effect from time to
                time.

            
	 	 
	
              “Liabilities”

            	
              shall
                mean any and all debts, liabilities, commitments and obligations,
                whether
                or not fixed, contingent or absolute, matured or unmatured, liquidated
                or
                unliquidated, accrued or unaccrued, known or unknown, whether or
                not
                required by GAAP to be reflected in financial statements or disclosed
                in
                the notes thereto.

            
	 	 
	
              “Liens”

            	
              shall
                mean any mortgage, pledge, lien (statutory or otherwise and including,
                without limitation, environmental, ERISA and tax liens), security
                interest, easement, right of way, limitation, encroachment, covenant,
                claim, restriction, right, option, conditional sale or other title
                retention agreement, charge or encumbrance of any kind or nature
                (except
                for any restrictions arising under any applicable securities laws).
                

            
	 	 
	
              “Material
                Adverse Effect”

               

            	
              shall
                mean actions, circumstances or omissions that have an effect, individually
                or in the aggregate, that is materially adverse to (a) the business,
                operations, financial condition or assets of MPP and the Entities,
                taken
                as a whole, or (b) the ability of Seller to consummate the transactions
                contemplated hereby, in each case, other
                than
                actions, circumstances or omissions that result from, relate to or
                arise
                out of: (i) the negotiation, execution, announcement of this
                Agreement and the transactions contemplated hereby, including the
                impact
                thereof on relationships, contractual or otherwise, with customers,
                suppliers, distributors, partners, joint owners or venturers and
                employees, but only if and to the extent that the negotiation, execution,
                announcement of this Agreement and the transactions contemplated
                hereby do
                not breach, violate or deprive any of Seller’s, MPP’s or any Entity’s
                customers, suppliers, distributors, partners, joint owners or venturers
                or
                employees of any rights, benefits or property that any of them would
                otherwise have but for the existence and execution of this Agreement
                and
                the transactions contemplated hereby, (ii) any action taken by
                Seller, MPP, Buyer or any of their respective Representatives or
                Affiliates required or permitted to be taken by the terms of this
                Agreement or necessary to consummate the transactions contemplated
                by this
                Agreement, (iii) the specific items set forth in the Seller Disclosure
                Letter, (iv) general legal, regulatory, political, business, economic,
                capital market and financial market conditions (including prevailing
                interest rate levels), or conditions otherwise generally affecting
                the
                industries in which MPP operates, (v) any change in law, rule or
                regulation or GAAP or interpretations thereof applicable to MPP,
                Seller or
                Buyer, and (vi) acts of God, national or international political
                or social
                conditions, so long as the same do not constitute a Casualty Loss.
                In
                determining the existence of a Material Adverse Effect, the effect
                on the
                business, operations, financial condition or assets of a Person shall
                include only the portion of such effect attributable to the ownership
                interest of MPP and the Entities and shall exclude any portion of
                such
                effect attributable to the ownership interest of any third party
                in such
                Person.

            


    

     

     

    
      
         

      

      
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          8 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Material
                Contract”

            	
              shall
                have the meaning set forth in Section
                3.7(a)
                below.

            
	 	 
	
              “Membership
                Interests”

            	
              shall
                mean the Membership Interests of each Seller in MPP which, together,
                comprise all the outstanding Membership Interests in
                MPP.

            
	 	 
	
              “MichCon”

            	
              shall,
                as applicable, mean any of Michigan Consolidated Gas Company, MichCon
                Gathering Company, and/or MichCon Gathering Pipeline Company, or
                any of
                their successors, assigns or Affiliates that are as to the date of
                the
                Agreement or hereafter parties to Commercial Contracts with MPP or
                any of
                the Entities.

            
	 	 
	
              “Michigan
                Tax”

            	
              shall
                have the meaning set forth in Section
                5.4(d)
                below.

            
	 	 
	
              “MPP
                401(k) Plan”

            	
              shall
                means that certain Employee Plan titled:

              Michigan
                Pipeline & Processing, LLC 401 (k) Plan.

            
	 	 
	
              “MPP
                Annual Audited Financial Statements”

            	
              shall
                mean the consolidated balance sheet of MPP and the Entities as of
                December
                31, 2007, with the related statements of income and retained earnings
                and
                of cash flows for the year then ended, prepared in accordance with
                the
                requirements of Regulation S-X adopted by the Securities and Exchange
                Commission, audited by Plante Moran, PLLC.

            
	 	 
	
              “MPP
                Employees”

            	
              shall
                mean the Employees listed on Section 1.1(a) of the Seller Disclosure
                Letter.

            
	 	 
	
              “MPP
                Financial Statements”

            	
              shall
                collectively refer to whichever of the following that Seller is obligated
                to cause to be prepared and audited or reviewed as a condition to
                Buyer’s
                acquiring the Membership Interests: (i) the MPP Annual Audited Financial
                Statements; and (ii) the MPP Unaudited Financial
                Statements.

            
	 	 
	
              “MPP
                Unaudited Financial Statements”

            	
              shall
                mean the consolidated balance sheets of MPP and the Entities with
                the
                related statements of income and retained earnings and of cash flows,
                prepared in accordance with the requirements of Regulation S-X adopted
                by
                the U.S. Securities and Exchange Commission, on a basis consistent
                with
                the basis of presentation of the MPP Annual Audited Financial Statements
                (except to the extent of differences permitted by Regulation S-X
                with
                respect to financial statements for interim periods), reviewed by
                Plante
                Moran, PLLC.

            
	 	 
	
              “Non-Compete
                Business”

            	
              shall
                have the meaning set forth in Section
                5.11(a)
                below.

            
	 	 
	
              “Non-Compete
                Period”

            	
              shall
                have the meaning set forth in Section
                5.11
                below.

            
	 	 
	“Past
              Due Receivables”	
              shall
                mean any amount that on the Effective Date has been due and payable
                to MPP
                or any Entity for more than 30 days under any Commercial Contract
                and
                remains due and payable on the Closing
                Date.

            


    

     

     

    
      
         

      

      
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          9 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Permits”
                

            	
              shall
                have the meaning set forth in Section
                3.9(a)
                below.

            
	 	 
	
              “Permitted
                Liens”

            	
              shall
                mean (a) zoning, planning and building codes and other applicable
                Laws regulating the use, development and occupancy of real property
                and
                permits, consents and rules under such Laws; (b) such other Liens,
                imperfections in title, charges, easements, restrictions and encumbrances
                that would not reasonably be expected to result in a Material Adverse
                Effect or restrict the use of such real property; (c) the terms and
                conditions of leases and subleases of real property; (d) such easements
                as
                are utilized by third party utilities to provide service to the businesses
                of MPP and the Entities or that are filed of record when crossing
                or
                affecting any assets of MPP and the Entities; (e) mechanics’, carriers’,
                workers’ and similar Liens arising in the ordinary course of business, or
                that are not yet due and payable, incurred consistent with past practice,
                (f) Liens for Taxes and other governmental levies not yet due and
                payable
                or, if due, (i) not delinquent or (ii) being contested in good faith
                by
                appropriate proceedings during which collection or enforcement against
                the
                property is stayed and with respect to which adequate reserves have
                been
                established on the MPP Financial Statements; and (g)
                those defects, exceptions, restrictions, easements, rights of way
                disclosed in the Title Insurance Policy.

            
	 	 
	
              “Person”

            	
              shall
                mean any natural person, corporation, company, general partnership,
                limited partnership, limited liability partnership, joint venture,
                proprietorship, limited liability company, or other entity or business
                organization or vehicle, trust, unincorporated organization or
                Governmental Authority or any department or agency
                thereof.

            
	 	 
	
              “Pre-Effective
                Date Employee Wage and Benefit Cost”

            	
              shall
                mean any and all obligations, liabilities, payments, Claims, or amounts
                of
                any kind whatsoever owed by MPP or any Entity in respect of all current
                and former Employees, including any wages, salaries, fees, earnings,
                bonuses, incentive payments, vacation accruals, Employee Plan payments,
                benefits, or requirements, whether under retirement, medical, disability
                or other form to employee benefit offered or maintained for or on
                behalf
                of any Employee, for all periods prior to and including the Effective
                Date.

            
	 	 
	
              “Predecessor”

            	
              shall
                have the meaning set forth in Section
                3.3(e)
                below.

            
	 	 
	
              “Proceeding”

            	
              shall
                mean any judicial, administrative or arbitral actions, suits or
                proceedings (public or private) by or before a Governmental
                Authority.

            


    

     

     

    
      
         

      

      
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          10 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Property
                Taxes”

            	
              shall
                have the meaning set forth in Section
                5.4(b)
                below.

            
	 	 
	
              “Purchase
                Price”

            	
              shall
                have the meaning set forth in Section
                2.1
                below.

            
	 	 
	
              “Purchase
                Price Adjustments”

            	
              shall
                have the meaning set forth in
                Section 2.7(a)
                below.

            
	 	 
	
              “Representatives”

            	
              shall
                mean accountants, counsel or representatives.

            
	 	 
	
              “Retained
                Liabilities”

            	
              shall
                mean any Claim, charge, cost, Damage, expense, or form of Liability,
                whether or not fixed, contingent or absolute, matured or unmatured,
                liquidated or unliquidated, known or unknown, accrued or unaccrued,
                arising out of, as a result of, or in respect of, any of the following
                matters:

              (i) Taxes
                on the Business, MPP or any Entity for any period prior to the Effective
                Date;

              (ii) Employee
                Plans (including any failure to operate or maintain any Employee
                Plan in
                compliance with its terms and applicable law) as in existence prior
                to the
                Effective Date;

              (iii) Employees
                or former employees of MPP or the Entities relating to their employment
                or
                termination of employment with MPP, any Entity or Affiliate or predecessor
                before the Closing Date (including respecting compensation, benefits
                or
                the failure to comply with applicable employment laws);

              (iv) Disposal
                of Hazardous Substances generated by the Business, MPP or any Entity
                prior
                to the Closing Date;

              (v) Fines
                or Penalties assessed by any Governmental Authority with respect
                to any
                action or omission of the Business, MPP or any Entity prior to the
                Closing
                Date, excluding non-record keeping fines and penalties that may arise
                from
                matters disclosed in Section 3.9.

            
	 	 
	
              “Selected
                Courts”

            	
              shall
                have the meaning set forth in Section
                8.8
                below.

            
	 	 
	
              “Seller
                Disclosure Letter”

            	
              shall
                mean the Seller Disclosure Letter delivered to Buyer concurrently
                with
                this Agreement, which is an integral part of this
                Agreement.

            
	 	 
	
              “Seller
                Indemnified Parties”

            	
              shall
                have the meaning set forth in Section
                6.2(b)
                below.

            
	 	 
	
              “Seller’s
                Notice of Disagreement”

            	
              shall
                have the meaning set forth in Section
                2.7(b)
                below.

            
	 	 
	
              “Seller
                Party”

            	
              shall
                have the meaning set forth in Section
                3.2 below.

            


    

     

     

    
      
         

      

      
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          11 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Seller
                Property Tax Burden”

            	
              shall
                have the meaning set forth in Section
                5.4(b)
                below.

            
	 	 
	
              “Seller
                Returns”

            	
              shall
                have the meaning set forth in Section
                5.4(a)(i)
                below.

            
	 	 
	
              “Subsidiary”

            	
              of
                any Entity means, at any date, any Person (a) the accounts of which
                would
                be consolidated with and into those of the applicable Person in such
                Person's consolidated financial statements if such financial statements
                were prepared in accordance with GAAP as of such date or (b) of which
                securities or other ownership interests representing more than fifty
                percent (50%) of the equity or more than fifty percent (50%) of the
                ordinary voting power or, in the case of a partnership, more than
                fifty
                percent (50%) of the general partnership interests or more than fifty
                percent (50%) of the profits or losses of which are, as of such date,
                owned, controlled or held by the applicable Person or one or more
                subsidiaries of such Person.

            
	 	 
	
              “Tax
                Allocation Referee”
                

            	
              shall
                have the meaning set forth in Section
                2.8
                below.

            
	 	 
	
              “Tax
                Return”

            	
              shall
                mean any report, return, declaration, or other information required
                to be
                supplied to a Governmental Authority in connection with Taxes including
                any claim for refund or amended return.

            
	 	 
	
              “Taxes”

            	
              shall
                mean all taxes, levies or other like assessments, including income,
                gross
                receipts, excise, value added, real or personal property, withholding,
                asset, sales, use, license, payroll, transaction, capital, business,
                corporation, employment, net worth and franchise taxes, or other
                governmental taxes imposed by or payable to any foreign, Federal,
                state or
                local taxing authority, whether computed on a separate, consolidated,
                unitary, combined or any other basis, including, without limitation
                the
                Michigan Business Tax and any predecessor thereof; in each instance
                the
                term Taxes shall include any interest, penalties or additions attributable
                to or imposed as a result of how or whether any such Tax is computed
                or
                paid.

            
	 	 
	
              “TBA”

            	
              shall
                have the meaning set forth in Section
                3.7(d)
                below.

            
	 	 
	
              “Third-Party
                Claim”

            	
              shall
                have the meaning set forth in Section
                6.4
                below.

            
	 	 
	
              “Threshold
                Amount”

            	
              shall
                have the meaning set forth in Section
                6.2(d)
                below.

            


    

     

     

    
      
         

      

      
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          12 -

        
          

        

      

      
         

      

    

     

     

    
      	
              “Title
                Insurance Policy”

            	
              shall
                mean that certain mortgage policy of title insurance obtained by
                Seller
                with respect to the fee property interest upon which the South Chester
                CO2
                treating facilities are located, issued by Chicago Title Insurance
                Company
                on March 27, 2007.

            
	 	 
	
              “Transaction
                Costs”

            	
              shall
                mean any and all expenses, costs, fees, charges or expenditures or
                any
                type or form whatsoever relating to, arising out of or otherwise
                due to
                the sale by Seller of the Membership Interests, that are reflected
                in any
                of the MPP Financial Statements, including without limitation, legal
                fees,
                accounting and financial statement preparation and audit fees and
                costs,
                including those payable to Plante Moran, PLLC, and any filing preparation
                costs, filing fees and other expenses incurred by a party to comply
                with
                the HSR Act, as well as due diligence preparation and response costs,
                as
                well as expenditures made for the purpose of ensuring that Seller’s
                representations and warranties contained in this Agreement are true
                and
                correct.

            
	 	 
	
              “Transaction
                Documents”

            	
              shall
                mean all documents, contracts, certificates or other deliverables
                that
                Seller, MPP or any Entity is obligated to deliver to Buyer pursuant
                to the
                terms of this Agreement prior to, on or after the Closing
                Date.

            
	 	 
	
              “Transferred
                Employee”

            	
              shall
                have the meaning set forth in Section
                5.3(c)
                below.

            
	 	 
	
              “Transition
                Services Agreement”

            	
              shall
                mean that certain transition services agreement in the form of
                Exhibit
                C.

            
	 	 
	
              “Treasury
                Regulation”

            	
              shall
                mean the income Tax regulations, including temporary and proposed
                regulations, promulgated under the Code, as amended.

            
	 	 
	
              “Uncollected
                Reallocation Fees”

            	
              shall
                mean the net increase of any fees, fuel charges or other amounts
                due and
                payable by any counterparty to MPP or any Entity under any Commercial
                Contract: (i) for any delivery month that ends prior to the Effective
                Date; (ii) that was not included in the initial customer invoice;
                (iii)
                that resulted from MichCon’s customary conduct of a nomination vs. actual
                receipt volume reallocation and/or any meter-measurement recalibration,
                correction or true up process; and (iv) which net increase amount
                is not
                received by MPP nor any Entity within 30 days of issuing an updated
                invoice therefore and remains unpaid on the Closing Date.
                

            


    

     

     

    
      
         

      

      
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          13 -

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    MECHANICS
      OF SALE AND PURCHASE

     

    Section
      2.1 Agreement
      to Sell and Purchase.
      In
      consideration of Buyer’s payment of the Purchase Price (hereafter defined),
      Buyer shall, on the Closing Date, purchase, acquire and accept from Seller,
      and
      Seller shall sell, convey, assign, transfer and deliver to Buyer, all of the
      Membership Interests, free and clear of all Liens, except Permitted
      Liens.
      The
      purchase price for the Membership Interests (the “Purchase
      Price”)
      shall
      be a cash amount equal to:

     

    (i) $145,000,000.00
      plus

    (ii) the
      Closing Net Working Capital plus

    (iii) the
      Net
      Positive Gas Imbalance less

    (iv) the
      Past
      Due Receivables less

    (v)
      the
      Uncollected Reallocation Fees less

    (vi) the
      Transaction Costs payable by MPP less

    (vii)  the
      Pre-Effective Date Employee Wage and Benefit Cost less

    (viii)
      Seller’s
      Property Tax Burden less

    (ix)  the
      Net
      Negative Gas Imbalance less

    (x)  the
      Karn
      Chromatograph Cost;

     

    provided,
      however, that each
      adjustment outlined in (iv)-(v) above shall only be made to the Purchase Price
      if the item described is reflected as a Current Asset in Closing Net Working
      Capital and each adjustment outlined in (vi)-(x) above shall only be made to
      the
      Purchase Price if the item described is not
      reflected
      as either a Current Liability or a Current Asset in Closing Net Working
      Capital.

     

    The
      Purchase Price shall be paid in the manner provided in Section
      2.5
      and
      shall be subject to adjustment as provided in Section
      2.7.

     

    Section
      2.2 Time
      and Place of Closing/Effective
      Date of Transaction.
      The
      closing of the transactions contemplated by this Agreement shall occur within
      five (5) Business Days after completion of the items in Sections 7.1
      and
7.2
      below.
      The transaction evidenced by this Agreement shall be deemed to have occurred
      as
      of the Effective Date for all purposes (including, accounting, Closing Net
      Working Capital determination and commercial purposes), unless expressly
      provided otherwise in a specific provision of this Agreement.

     

    Section
      2.3 Closing.
      The
      closing of the transaction contemplated in this Agreement shall take place
      at
      the offices of Seller at 30078 Schoenherr, Suite 150, Warren, Michigan 48088,
      at
      9:00 a.m., local time on the Closing Date.

     

    Section
      2.4 Seller’s
      Deliveries at Closing.
      At the
      closing of the transactions contemplated by this Agreement, and against receipt
      of the Estimated Purchase Price (defined
      below), Seller shall deliver or cause to be delivered, in form and substance
      satisfactory to Buyer (unless previously delivered), the following
      items: 

     

     

    
      
         

      

      
        -
          14 -

        
          

        

      

      
         

      

    

     

    (a) certificate
      or certificates representing the Membership Interests together with the Equity
      Interests (or other appropriate instruments evidencing MPP’s ownership),
      accompanied by powers duly endorsed in blank by Seller or accompanied by
      instruments of transfer duly executed by Seller;

     

    (b) a
      certificate of incumbency and authority of the officers of Seller executing
      this
      Agreement and the Transaction Documents, dated the date hereof;

     

    (c) written
      resignations, effective as of the Closing Date, from each of the officers and
      the Manager of MPP and each of the Entities;

     

    (d) written
      termination of the Management Agreement between MPP and Energy Group Management,
      LLC, including a specific release of any and all obligations owed by MPP or
      any
      of the Entities to Energy Group Management, LLC (“EGM”)
      as of
      the Closing Date (the “EGM
      Management Agreement”);

     

    (e) a
      certificate of an officer of Seller named in the incumbency certificate dated
      as
      of the Closing Date, in form reasonably satisfactory to Buyer, certifying as
      to
      the matters set forth in Sections
      7.1(a),
      7.1(b)
      and
7.1(c);

     

    (f) the
      LaSalle Loan Lien Releases, fully executed by representatives of LaSalle
      Bank;

     

    (g) A
      duly
      executed and acknowledged affidavit of each Seller, substantially in the form
      attached hereto as Exhibit
      A,
      stating
      that such Seller is not a “foreign person” as defined
      in
      Section 1445 of the Code;

     

    (h) The
      Assumption Agreement, executed by Seller;

     

    (i) The
      Transition Services Agreement, executed by Seller and by EGM;

     

    (j) The
      Non-Compete
      and Non-Solicitation of Employees Agreement, executed
      by Seller and by each of Rai
      Bhargava and Manouch Daneshvar;

     

    (k) documentation
      providing for the transfer of the Employee Plans, including all medical benefit
      plans and the MPP 401(k) Plan from MPP to Seller, so that, in the case of the
      medical and disability Employee Plans, the same will be administered by Seller
      on behalf of former employees and Employees that are not hired by DCP, and
      in
      the case of the MMP 401(k) Plan, pending its termination and distribution of
      plan accounts and assets to the Employees as provided in Section
      5.3(b);
      and

     

    (l) as
      to
      each Bank Account, amended or replacement signature cards that terminate the
      authority of all non-Buyer employees or agents to deal with each Bank Account,
      and authorizing certain Buyer employees or agents, communicated 5 days prior
      to
      the Closing Date, to manage funds associated with each Bank
      Account.

     

    Section
      2.5 Buyer’s
      Deliveries at Closing.
      At the
      closing of the transactions contemplated by this Agreement, and against receipt
      of the Membership Interests, Buyer shall deliver or cause to be delivered,
      in
      form and substance satisfactory to Seller (unless previously delivered), the
      following items: 

     


    
      
         

      

      
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    (a) (i) the
      U.S.
      dollar value equal to the LaSalle Loan payoff amount set forth in the LaSalle
      Loan Payoff Certificate, adjusted
      by
      the per
      diem value, should the Closing Date occur other than on the day assumed in
      the
      LaSalle Loan Payoff Certificate, and further reduced by any additional fees,
      expenses or costs that Buyer or any Affiliate may be required to pay in order
      to
      ensure that it acquires the Ownership interests, the Equity Interests, and
      the
      Business and its assets free and clear of the Liens imposed by the LaSalle
      Loan
      Document, to be paid by wire transfer of same day funds to the account
      designated by LaSalle Bank in the LaSalle Loan Payoff Certificate;
      and

     

    (ii)
      the
      difference between the Estimated Purchase Price less the amount described in
      (i)
      immediately above, to be paid by wire transfer of same day funds to the account
      or accounts and in the various amounts designated by Seller;

     

    (b) certificate
      of incumbency and authority of Buyer dated the date hereof; 

     

    (c) a
      certificate of an authorized officer that the representations and warranties
      made by Buyer in this Agreement are true and correct on and as of the Closing
      Date; and

     

    (d) The
      Transition Services Agreement.

     

    Section
      2.6 Deliverables
      For Estimated Purchase Price Determination.
      At
      least five (5) Business Days prior to the Closing Date, Seller shall prepare
      and
      deliver to Buyer a statement (the “Estimated
      Closing Statement”)
      containing Seller’s good faith estimate of the following, together with a
      reasonably detailed calculation of each such estimate and such supporting
      documentation and other data as is reasonably requested by Buyer to substantiate
      Seller’s determination of such amount: (a) Estimated Closing Net Working
      Capital; (b) the LaSalle Loan Document payoff amount as of the expected Closing
      Date prepared by LaSalle Bank, including a per diem amount for interest and
      all
      other fees and expenses accrued each day under the LaSalle Loan Documents (the
      “LaSalle
      Loan Payoff Certificate”),
      and
      completed LaSalle Loan Lien Releases such that Buyer’s Treasury Dept. personal
      can evaluate the adequacy and sufficiency of the final forms thereof that must
      be delivered pursuant to Section 2.4(g) above; and (c) the
      following items, any of which individually or collectively are referred to
      herein as “Estimated
      Purchase Price Adjustments”:
      (i)
      the Past Due Receivables; (ii) the Uncollected Reallocation Fees; (iii) the
      Seller Transaction Costs; (iv) the Pre-Effective Date Employee Wage and Benefit
      Costs; (v) Seller’s Property Tax Burden; (vi) the Gas Imbalance (consisting of
      whichever of the following applies: the Net Positive Gas Imbalance or the Net
      Negative Gas Imbalance; and (vii) the Karn Chromatograph Cost.

     

    Section
      2.7 Post-Closing
      Purchase Price Reconciliation

     

    (a) As
      soon
      as reasonably practicable following the Closing Date, and in any event within
      90
      days thereafter, Buyer shall deliver to Seller a closing statement (the
“Closing
      Statement”),
      prepared by Buyer in good faith using the same methodologies, practices,
      policies and judgments as were used in the preparation of the last of the MPP
      Financial Statements prepared prior to the Closing Date, except as otherwise
      provided in this Agreement, setting forth in reasonable detail (i) the
      proposed

     


    
      
         

      

      
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    final
      calculation of Closing Net Working Capital and (ii) the updated values for
      each
      item described in Section
      2.1
      (iii)
      through (x) that, by the rules of applicability set forth in the last paragraph
      of Section
      2.1,
      are to
      be applied as adjustments to the Purchase Price (herein, the “Purchase
      Price Adjustments”).
      From and
      after the delivery of the Closing Statement to Seller, Buyer shall provide
      to
      Seller and its representatives access to the personnel, accountants, books
      and
      records used by Buyer or its representatives in the preparation of the Closing
      Statement and the calculation of the Closing Net Working Capital and the
      Purchase Price Adjustments.

     

    (b) Within
      30
      days after Seller’s receipt of the Closing Statement, Seller shall notify Buyer
      in writing whether Seller agrees or disagrees with the Closing Statement
      (“Seller’s
      Notice of Disagreement”).
      If
      Buyer does not receive such notice within such 30-day period, it shall be deemed
      that Seller has accepted the Closing Statement with respect to all items set
      forth therein as of the expiration of such 30-day period. If Seller accepts
      (or
      is deemed to accept, as provided in the immediately preceding sentence) the
      Closing Statement, Seller or Buyer, as appropriate, shall, within five Business
      Days of such acceptance, make the following adjustments: (i) if the Purchase
      Price exceeds the Estimated Purchase Price, Buyer shall pay to Seller in cash
      (by wire transfer) (A) the amount of such excess plus
      interest
      accruing thereon at the Interest Rate from the Closing Date to the date final
      payment of such excess is made or (ii) if the Estimated Purchase Price exceeds
      the Purchase Price, Seller shall pay to Buyer in cash (by wire transfer) the
      (B)
      amount of such excess plus
      interest
      accruing thereon at the Interest Rate from the Closing Date to the date final
      payment of such excess is made. If a payment required by this Section
      2.7
      is not
      made by the obligated party when due, such payment shall accrue interest at
      the
      Default Rate. All interest payable under this Agreement shall be payable at
      the
      same time as the payment to which it relates and shall be calculated daily
      on
      the basis of a year of 365 days and the actual number of days
      elapsed.

     

    (c) If
      Seller
      disagrees with Buyer’s calculation of the Closing Net Working Capital and/or the
      Purchase Price Adjustment as set forth in the Closing Statement, Seller’s notice
      as delivered pursuant to (b) above shall specify Seller’s calculation of the
      Closing Net Working Capital and/or the Purchase Price Adjustment and shall
      specify the items or amounts as to which Seller disagrees. Seller and Buyer
      shall have a period of 30 days from Buyer’s receipt of a Seller Notice of
      Disagreement to resolve any disagreement specified therein. Any disputed amounts
      which cannot be agreed to by the parties within 30 days after Buyer’s
      receipt of a Seller Notice of Disagreement to the Closing Statement shall be
      determined by a mutually agreeable nationally recognized accounting firm that
      does not have a material relationship with either Buyer or Seller, or any of
      their respective Affiliates (the “Accounting
      Firm”).
      The
      engagement of and the determination by the Accounting Firm (or any other
      accounting firm designated by the Accounting Firm as set forth below) shall
      be
      completed within 60 days after such assignment is given to the Accounting
      Firm and shall be final and binding on Buyer and Seller. If for any reason
      the
      Accounting Firm is unable to act in such capacity, such determination will
      be
      made by any other nationally recognized accounting firm selected by the
      Accounting Firm. Seller and Buyer agree that they will, and agree to cause
      their
      respective independent accountants to cooperate and assist in the

     


    
      
         

      

      
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    preparation
      of the conduct of the audits and reviews referred to in this Section, including
      the making available to the extent necessary of books, records, work papers
      and
      personnel. The fees and expenses payable to the Accounting Firm (or any other
      accounting firm designated by the Accounting Firm) in connection with such
      determination will be borne: by the party that is further from the correct
      amount of Purchase Price than the other in the disagreement over such
      calculation.

     

    (d) Within
      five Business Days of the date on which the last disputed item required to
      determine the Closing Net Working Capital and/or the Purchase Price Adjustment
      is resolved by the Accounting Firm, Buyer or Seller, as appropriate, shall
      make
      the payments, including interest, described in Section
      2.7(b)
      hereof.

     

    (e) The
      sum
      of all Past Due Receivables received by Buyer, MPP or any Entity between the
      Closing Date and the date that the Closing Statement is delivered, shall be
      added to the Purchase Price. Neither Buyer, MPP, nor any Entity shall have
      any
      duty to pursue the collection of any Past Due Receivable.

     

    Section
      2.8 Allocation
      of Purchase Price.
      Not
      later
      than 20 days following determination of the Closing Net Working Capital, Buyer
      shall deliver to Seller a statement (the “Allocation
      Statement”),
      allocating the Purchase Price (plus the liabilities of the MPP to the extent
      properly taken into account under Section 1060 of the Code) among the assets
      of
      MPP in accordance with Section 1060 of the Code. If within 20 days after the
      delivery of the Allocation Statement Seller notifies Buyer in writing that
      Seller objects to the allocation set forth in the Allocation Statement, Buyer
      and Seller shall use commercially reasonable efforts to resolve such dispute
      within 20 days. If Buyer and Seller are unable to resolve such dispute within
      20
      days, Buyer and Seller shall jointly retain a mutually satisfactory nationally
      recognized accounting firm (which firm shall not have any material relationship
      with Buyer or Seller) (the “Tax
      Allocation Referee”)
      to
      resolve the disputed items. Notwithstanding anything to the contrary herein,
      Buyer and Seller (and the Tax Allocation Referee, if applicable) shall resolve
      all disputed items no later than 60 days following the date on which Closing
      Net
      Working Capital is determined. Upon resolution of the disputed items, the
      allocation reflected on the Allocation Statement shall be adjusted to reflect
      such resolution. The costs, fees and expenses of the Tax Allocation Referee
      shall be borne equally by Buyer and Seller.
      Upon
      resolution of the disputed items, the allocation reflected on the Allocation
      Statement shall be adjusted to reflect such resolution. Seller
      and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in
      accordance with the Allocation Statement in the preparation, filing and audit
      of
      any Tax Return (including filing Form 8594 with its federal income Tax Return
      for the taxable year that includes the Closing Date).
      Not
      later than the earlier of (A) 90 days following the Closing Date and (B) 30
      days
      prior to the filing of their respective Forms 8594 relating to this transaction,
      each party shall deliver to the other party a copy of its Form
      8594.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      hereby represents and warrants to Buyer as follows and such representations
      and
      warranties also shall be true and correct at and as of the Closing Date as
      if
      made on that date:

     

     

    
      
         

      

      
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    Section
      3.1 Organization;
      Qualification.
      Each
      Seller is duly organized and validly existing and in good standing under the
      Laws of its governing jurisdiction. Each of MPP and the Entities is duly
      organized and validly existing and in good standing under the Laws of its
      governing jurisdiction and each (a) has the requisite power to carry on the
      Business as currently conducted and (b) is duly qualified to do business in
      each
      of the jurisdictions in which the ownership, operation or leasing of its
      properties or assets or the conduct of its business requires it to be so
      qualified.

     

    Section
      3.2 Authority
      Relative to this Agreement.
      Each
      Seller has full corporate power and authority to execute and deliver this
      Agreement, and the Transaction Documents, and to consummate the contemplated
      transactions. The execution, delivery and performance of this Agreement and
      the
      Transaction Documents and the consummation of the contemplated transactions
      have
      been duly and validly authorized by all the necessary action on the part of
      each
      Seller (as applicable) and no other corporate or other proceedings on the part
      of Seller are necessary to authorize this Agreement and the Transaction
      Documents to be executed and delivered in connection with this Agreement or
      to
      consummate the contemplated transactions. This Agreement and the Transaction
      Documents have been duly and validly executed and delivered by each Seller
      and
      any Affiliate and/or member of Seller that is a party thereto (a “Seller
      Party”),
      and
      are enforceable against each Seller and Seller Party in accordance with their
      respective terms, except that such enforceability may be limited by applicable
      bankruptcy, insolvency, moratorium or other similar Laws affecting or relating
      to enforcement of creditors' rights generally or general principles of
      equity.

     

    Section
      3.3 Equity
      Interests.

     

    (a) Annex
      I
      sets
      forth, as of the date hereof, a list of MPP and each of the Entities, including
      its name, its jurisdiction of organization, and the percentage of its
      outstanding membership interests (or equivalent equity interests) owned by
      the
      Seller or MPP, as applicable. MPP has no Subsidiaries other than the Entities
      and no Entity has any Subsidiary other than MPP Jackson LLC, which owns a 75%
      interest in Jackson Pipeline Company. MPP owns no equity interest in any Person
      other than the Entities and no Entities, other than MPP Jackson LLC own any
      equity interest in any Person.

     

    (b) The
      Membership Interests and the Equity Interests are duly authorized, validly
      issued and fully paid and were not issued in violation of any preemptive rights.
      There are no (i) existing options, warrants, calls, preemptive rights,
      subscriptions or other rights, agreements, arrangements or commitments of any
      character, relating to MPP or the Entities, obligating either Seller, MPP,
      any
      of the Entities or any of their respective Affiliates to issue, transfer or
      sell, or cause to be issued, transferred or sold, any additional equity interest
      in MPP or the Entities or (ii) options, warrants or other rights to purchase
      from either Seller, MPP, any of the Entities or their respective Affiliates
      any
      securities that are convertible or exchangeable for any equity interest
      in

     


    
      
         

      

      
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    MPP
      or
      the Entities. Other than this Agreement, there exist no contracts, agreements
      or
      arrangements of any kind relating to or restricting or impeding the sale,
      transfer or conveyance of any equity interest in MPP or the Entities, as
      contemplated by this Agreement, including any right of first refusal, right
      of
      first offer or negotiation, or any form of restriction on transfer, or any
      such
      options, warrants or rights, pursuant to which, in any of the foregoing cases,
      Seller, MPP, any of the Entities or their respective Affiliates are subject
      or
      bound.
      The
      transfer of the Membership Interests from Seller to Buyer will not trigger
      any
      change in control or similar provision that could afford a third Person any
      right to acquire any portion of MPP, any Entity or any asset comprising a part
      of the Business.

     

    (c) Seller
      owns all of the issued and outstanding Membership Interests and MPP owns all
      of
      the issued and outstanding Equity Interests and (i) Seller has good, valid
      and
      marketable title to the Membership Interests, and (ii) MPP has good, valid
      and
      marketable title to the Equity Interests. The Membership Interests and the
      Equity Interests have not been pledged to any Person and are not subject to
      any
      Liens or defects in title, except that they have been pledged as collateral
      to
      LaSalle Bank in support of the LaSalle Loan Document. The Membership Interests
      and the Equity Interests are not subject to any restrictions on transferability
      except (i) for such restrictions as may exist under applicable securities law,
      and (ii) for the restrictions that exist as a result of the Membership Interests
      and Equity Interests being pledged to LaSalle Bank pursuant to the LaSalle
      Loan
      Document.
      On the
      Closing Date, Buyer will own good, valid and marketable title to all of the
      issued and outstanding Membership Interests of MPP, free and clear of all Liens,
      and MPP will own good, valid and marketable title to all issued and outstanding
      Equity Interests, free and clear of all Liens.

     

    (d) Since
      the
      date of formation of MPP, there have been no Persons other than Seller that
      have
      owned any interest in MPP. Since March 12, 2007, no Person besides MPP has
      owned any equity or other similar interest in the Entities. MPP Jackson LLC’s
      ownership of a 75% interest in Jackson Pipeline Company, a Michigan general
      partnership, whose other 25% general partnership interest is owned by ANR
      Jackson Company (“ANR”)
      existed prior to March 12, 2007 and has not changed since that
      date.

     

    (e) Since
      March 12, 2007 (the “Baseline
      Date”),
      neither MPP, nor any Entity , nor any predecessor or other Person owning any
      of
      the assets that (as of the date hereof) comprise or are used in the conduct
      of
      the Business (a “Predecessor”),
      have
      engaged in any business or activities other
      than
      (i) the
      ownership and operation of the Grands Lacs pipelines and the five South Chester
      Antrim CO2 treating plants; (ii) the ownership, but not the operation, of the
      Bay Area pipeline, or (iii) the ownership, but not the operation of interests
      in
      the Jackson and Litchfield pipelines, and to Seller’s Knowledge, prior to the
      Baseline Date, neither any Entity, nor any Predecessor, has engaged in any
      business or activities other than those described in (i), (ii), and (iii)
      above.

     

    (f) Since
      the
      Baseline Date neither MPP nor any Entity nor any Predecessor have sold,
      conveyed, transferred, assigned, dismantled, removed, mothballed or otherwise
      disposed of any capital assets, whether associated with the Business or
      otherwise except that Seller sold some excess compressor parts for $135,000.
      To
      Seller’s Knowledge, prior to the Baseline Date, neither MPP nor any Entity nor
      any Predecessor has sold, conveyed, transferred, assigned, dismantled, removed,
      mothballed or otherwise disposed of any capital assets, whether associated
      with
      the Business or otherwise that exceed $100,000 in the aggregate.

     

    
      
         

      

      
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    (g) The
      asset
      and rights of MPP and the Entities constitute all of the assets and rights
      used
      to conduct the Business and activities of each of MPP and the Entities as
      presently conducted. Except as set forth in Section 3.3(g)(i) of Seller’s
      Disclosure Schedule, each Entity, to Seller’s Knowledge, owns marketable title
      to the easements and rights of way used for their pipeline businesses and MPP
      and each Entity own marketable title to all other assets associated with the
      conduct of the Business. Each vehicle owned or leased by MPP or any Entity
      is
      listed in Section 3.3(g)(ii) to Seller’s Disclosure Schedule, identified by
      make, model, model year and its vehicle identification number, and indicating
      which entity (MPP or a given Entity) owns or leases the vehicle
      identified.

     

    (h) As
      of the
      date of the Agreement, MPP and the Entities are not pursuing or planning to
      pursue, nor do any of them have any obligations to fund or reimburse any third
      Person in respect to the pursuit of any project or major maintenance of any
      nature whatsoever, except for such projects or maintenance obligations as do
      not
      exceed $200,000 in total cost and which are reflected in the MPP Financial
      Statements.

     

    Section
      3.4 Consents
      and Approvals.
      Except
      for notice required under the HSR Act, Seller requires no consent, approval
      or
      authorization of, or filing, registration or qualification with, any
      Governmental Authority, or any other Person as a condition to the execution
      and
      delivery of this Agreement or the performance of the obligations under it,
      except where the failure to obtain such consent, approval or authorization
      of,
      or filing of, registration or qualification with, any Governmental Authority,
      or
      any other Person would not have a Material Adverse Effect.

     

    Section
      3.5 No
      Conflict or Violation.
      The
      execution, delivery and performance by the Seller of this Agreement does
      not:

     

    (a) violate
      or conflict with any provision of the organizational documents or bylaws of
      Seller, MPP or any of the Entities;

     

    (b) violate
      any applicable provision of a law, statute, judgment, order, writ, injunction,
      decree, award, rule or regulation of any Governmental Authority, except where
      such violation would not have a Material Adverse Effect;

     

    (c) violate,
      result in a breach of, constitute (with due notice or lapse of time or both)
      a
      default, or cause any material obligation, penalty or premium to arise or accrue
      including without limitation the acceleration of maturity of any indebtedness
      or
      other obligation or imposition of any lien, charge or encumbrance on any assets
      of any of MPP or the Entities, under any Material Contract or instrument to
      which any of MPP or the Entities is a party or by which any of them is bound
      or
      to which any of their respective properties or assets is subject;

     

    (d) result
      in
      the imposition or creation of any Lien upon or with respect to any of the
      properties or assets owned or used by MPP or the Entities; or;

     

    (e) result
      in
      the cancellation, modification, revocation or suspension of any material Permits
      or in the failure to renew any material Permit.

     

    
      
         

      

      
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    Section
      3.6 Financial
      Information. 

     

    (a) Prior
      to
      the date hereof, Seller has made available to Buyer or its Representatives
      certain audited financial information relating to MPP as of December 31, 2007,
      including Income Statement for 2007 and Balance Sheet as of December 31,
      2007 (collectively, the “Financial
      Statements”).
      Unaudited financial information received by Seller from CMS for years ended
      December 31, 2004, 2005 and 2006 also has been provided to Buyer. Seller
      has also made available to Buyer unaudited financial information relating to
      MPP
      for the period January 1, 2008 through July 31, 2008.

     

    (b) The
      Financial Statements and the 2008 unaudited financial statements were prepared
      in accordance with GAAP, consistently applied throughout 2007 and 2008, and
      fairly present, in all material respects, the financial position, results of
      operations and cash flows of MPP as of December 31, 2007 and for the year
      2008 covered thereby. Seller does not make any representation or warranty with
      respect to the unaudited financial statements for 2004, 2005 and 2006 that
      were
      not prepared by Seller.

     

    Section
      3.7 Contracts.

     

    (a) Section 3.7(a)
      of
      the
      Seller Disclosure Letter sets forth a list, as of the date hereof, of (i) each
      Commercial Contract and (ii) each other contract, lease or similar agreement
      or
      instrument to which MPP or any of the Entities is a party, other than the
      easements and rights of way agreements for the pipelines and contracts for
      goods
      and services supplied to or for MPP or the Entities that are terminable within
      60 days or less by their terms or involve payments aggregating less than $5,000
      per month (each contract set forth in Section 3.7(a) of the Seller
      Disclosure Letter being referred to herein as a “Material
      Contract”).

     

    (b) Each
      Material Contract is in full force and effect and represents the legal, valid
      and binding obligation of MPP or the Entities party thereto and, to the
      Knowledge of Seller, represents the legal, valid and binding obligation of
      the
      other parties thereto, in each case, in accordance with its terms.

     

    (c) Except
      as
      set forth in Section 3.7(c) of Seller’s Disclosure Letter, there is no default
      by MPP or any Entity under any Material Contract to which MPP or any Entity
      is a
      party, and Seller has no Knowledge of any default by any other parties under
      any
      Material Contract. None of Seller, MPP or any Entity has received any notice
      of,
      become aware of, nor developed or raised any concerns or issues, disagreement,
      over the interpretation of, disagreement about, breach of, termination of,
      or
      breach of any Material Contract.

     

    (d) Neither
      Seller, MPP, nor any Entity has received any communication or information from
      or in respect of MichCon, indicating any intention not to renew, replace or
      extend that certain Transportation and Balancing Agreement dated February 11,
      2000 by and between MichCon and the predecessor in interest to MPP Bay Area
      Pipeline LLC (the “TBA”).

     

    
      
         

      

      
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    Section
      3.8 Compliance
      with Law.
      Except
      for Environmental Laws and Tax laws, which are the subject of Section 3.14
      and
Section 3.15,
      respectively, MPP and the Entities are in compliance with all federal, state
      or
      local Laws, writs, injunctions or decrees of any Governmental Authority
      applicable to their respective properties, assets and businesses except where
      such noncompliance would, individually or in the aggregate, not have a Material
      Adverse Effect.

     

    Section
      3.9 Permits.

     

    (a) Except
      as
      set forth in Section 3.9(a) and (b) of the Seller Disclosure Letter, MPP and
      each Entity has all permits, licenses, certificates of authority, orders and
      approvals of, and have made all filings, applications and registrations with
      Governmental Authorities necessary for the conduct of their respective business
      operations as presently conducted (collectively, the “Permits”),
      except for those Permits the absence of which would not have a Material Adverse
      Effect. 

     

    (b) Except
      as
      set forth in Section 3.9(a) and (b) of the Seller Disclosure Letter, the
      Permits are in full force and effect, no violations thereof have been recorded
      and no proceedings are pending or, to the Knowledge of Seller, threatened for
      the revocation or partial revocation thereof, in each case other than such
      failures, violations or proceedings that have been cured or waived.

     

    Section
      3.10 Litigation.
      There
      are no Actions before any Governmental Authority or arbitration panel or
      tribunal pending or in progress or, to the Knowledge of Seller, threatened,
      against MPP, the Entities, or Jackson Pipeline Company or any executive officer
      or director thereof or against any Person owning the Membership Interests or
      involving the respective assets or businesses of MPP or the Entities. None
      of
      Seller, MPP, the Entities, or Jackson Pipeline Company is subject to any
      outstanding judgment, order, writ, injunction, decree or award entered in an
      Action to which such Person was a named party relating to the Equity Interests
      or the respective assets or businesses of such Persons, except as disclosed
      in
      Section 3.10 of the Seller Disclosure Letter.

     

    Section
      3.11 Employee
      Matters. 

     

    (a) Employee
      Benefits.

     

    (i) Section
      3.11(a) of Seller’s Disclosure Letter lists all benefit and compensation plans
      and contracts, “employee benefit plans” within the meaning of Section 3(3) of
      ERISA, and all deferred compensation, severance, employment, change in control,
      retention plan arrangements, policies, or similar agreements, and
      each
      other plan or arrangement (written or oral) providing for

     


    
      
         

      

      
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    compensation,
      bonuses, profit-sharing, equity option or other equity-related rights or other
      forms of incentive or deferred compensation, vacation benefits, insurance
      (including any self-insured arrangements), health or medical benefits, employee
      assistance program, disability or sick leave benefits, workers’ compensation,
      supplemental unemployment benefits, severance benefits and post-employment
      or
      retirement benefits (including compensation, pension, health, medical or life
      insurance benefits) which is maintained, administered or contributed to by
      MPP
      or any Entity or
      with
      respect to which MPP or any Entity could have any Liability (the “Employee
      Plans”).
      Each
      Employee Plan is maintained exclusively by MPP for the exclusive benefit of
      the
      MPP Employees. All account balances under the MPP 401(k) Plan are 100% vested
      as
      of the date of this Agreement. Copies of all Employee Plans have been delivered
      to Buyer, including
      written
      interpretations and summary plan descriptions, together with the most recent
      annual report (Form 5500 including, if applicable, Schedule B thereto) and
      Form
      990, if applicable.

     

    (ii) Since
      the
      Baseline Date none of MPP or any Entity or any predecessor thereof has
      sponsored, maintained or contributed to, or has in the past sponsored,
      maintained or contributed to, any employee benefit (within the meaning of
      Section 3(3) of ERISA subject to Title IV of ERISA, Section 302 of ERISA or
      Section 412 of the Code. Since the Baseline Date none of MPP or any Entity
      or
      any predecessor thereof contributes to, or has in the past contributed to,
      any
      multiemployer plan, as defined in Section 3(37) of ERISA. There
      is
      no other trade or business, whether or not incorporated, that together with
      MPP
      or any Entity would be a “single employer” within the meaning of Section 4001(b)
      of ERISA or under common control with MPP or any Entity within the meaning
      of
      Section 414(b), (c), (m) or (o) of the Code.

     

    (iii) Each
      Employee Plan which is intended to be qualified under Section 401(a) of the
      Code
      is a proprietary generic plan established by an unrelated third party which
      represents that it has received a favorable determination letter and such plan
      is operated for the benefit of MPP. Seller has delivered to Buyer copies of
      the
      Plan documents in its possession. Each Employee Plan has been established,
      documented, administered, operated and maintained in material compliance with
      its terms and with the requirements prescribed by any and all statutes, orders,
      rules and regulations, including ERISA and the Code, which are applicable to
      such Employee Plan. No
      material events have occurred with respect to any Employee Plan that, to
      Seller’s Knowledge could result in payment or assessment by or against MPP or
      the Entities of (i) breach of fiduciary duty liability damages under Section
      409
      of ERISA, (ii) a civil penalty assessed pursuant to subsections (c), (i) or
      (l)
      of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of
      Subtitle D of the Code. There are no Proceedings pending (other than routine
      claims for benefits) or, to the Knowledge of Seller, threatened against, or
      with
      respect to, any of the Employee Plans or their assets. All contributions
      required to be made to the Employee Plans pursuant to their terms and the
      provisions of ERISA, the Code, or any other applicable Law have been timely
      made. There is no matter pending (other than routine qualification determination
      filings) with respect to any of the Employee

     


    
      
         

      

      
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    Plans
      before the Internal Revenue Service, the Department of Labor, or any other
      Governmental Authority.

     

    (iv) To
      Seller’s Knowledge, except as Buyer may agree pursuant to Section
      5.3
      below,
      the execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby will not (i) require MPP or any Entity to
      make
      a larger contribution to, or pay greater benefits or provide other rights under,
      any Employee Plan than it otherwise would, whether or not some other subsequent
      action or event would be required to cause such payment or provision to be
      triggered, or (ii) create or give rise to any additional vested rights or
      service credits under any Employee Plan. To Seller’s Knowledge, in connection
      with the consummation of the transactions contemplated by this Agreement, no
      payments of money or other property, acceleration of benefits, or provisions
      of
      other rights have or will be made hereunder, under any agreement contemplated
      herein, or under the Employee Plans or any other agreement that would be
      reasonably likely to result in imposition of the sanctions imposed under
      Sections 280G and 4999 of the Code, whether or not some other subsequent action
      or event would be required to cause such payment, acceleration, or provision
      to
      be triggered.

     

    (v) The
      MPP
      Employees participate in no employee pension benefit plan (within the meaning
      of
      Section 3(2) of ERISA) other than the MPP 401(k) Plan.

     

    (b) Employees.
      The MPP
      Employees are the only Persons employed by MPP or any of the Entities, and
      each
      is employed solely by MPP, and MPP has not hired or retained any individual
      Person on a contract basis in connection with the conduct of the Business or
      otherwise. Seller has delivered to Buyer a true and complete list as of the
      date
      hereof of the names, titles or job positions, annual salaries and other monetary
      compensation of each MPP Employee. Each MPP Employee is employed “at will” by
      MPP. The list described above also indicates the date of hire, exempt or
      non-exempt status, and leave status (i.e.,
      whether
      active or on leave of absence) of each MPP Employee. All MPP Employees are
      authorized to work in the United States according to federal immigration laws.
      MPP and the Entities are in compliance with and have not triggered any
      requirements under the Worker Adjustment and Retraining Notification Act or
      similar laws. With respect to the MPP Employees, MPP and the Entities, each
      is
      in material compliance with all applicable Laws respecting employment and
      employment practices, terms and conditions of employment, wages, hours of work,
      employment discrimination, equal opportunity, affirmative action, workers’
compensation, pay equity, unemployment insurance, immigration and occupational
      and workplace safety and health.

     

    Section
      3.12 Labor
      Relations.
      (a)
      None
      of MPP or the Entities is a party to any labor or collective bargaining
      agreements, and there are no labor or collective bargaining agreements which
      pertain to any MPP Employees, (b) within the preceding eighteen (18) months,
      there have been no representation or certification proceedings, or petitions
      seeking a representation proceeding, pending or, to the Knowledge of Seller,
      threatened in writing to be brought or filed with the National Labor Relations
      Board or any other labor relations tribunal or authority with respect to MPP
      or
      the Entities, (c) within the

     


    
      
         

      

      
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    preceding
      twelve (12) months there have been no organizing activities involving MPP or
      the
      Entities with respect to any group of MPP Employees,
      (d)
      there are no pending or, to the Knowledge of Seller, threatened strikes, work
      stoppages, slowdowns or lockouts against MPP or the Entities, or the MPP
      Employees or involving any of the Business or MPP’s or the Entities’ facilities;
      and (e) there are no pending unfair employment practice charges, grievances
      or
      complaints filed or, to the Knowledge of Seller, threatened to be filed with
      any
      Governmental Authority based on the employment or termination of employment
      by
      MPP or the Entities of any Person, including any MPP Employee.

     

    Section
      3.13 Intellectual
      Property.

     

    (a) Neither
      MPP nor any Entity owns any (i) patents or patent applications or patent
      licenses; (ii) trademark registrations and applications or trademark licenses;
      and (iii) copyright registrations and applications or copyright licenses, except
      for purchased software and except as set forth in Section 3.13(a) of the
      Seller Disclosure Letter. MPP and/or the Entities have all licenses necessary
      to
      use the equipment and processes as currently being used by them in the ordinary
      conduct of their respective businesses and operations and, to the Knowledge
      of
      Seller, no further licenses are required to so conduct their businesses and
      operations. 

     

    (b) Except
      as
      would not, individually or in the aggregate, have a Material Adverse Effect
      (i)
      the conduct of the respective businesses of MPP and the Entities does not
      infringe or otherwise violate any Person's Intellectual Property, and there
      is
      no such claim pending or to the Seller's Knowledge threatened against MPP or
      the
      Entities, and (ii) to the Knowledge of Seller, no Person is infringing or
      otherwise violating any Intellectual Property owned by MPP or the Entities,
      and
      no such claims are pending or threatened against any Person by MPP or the
      Entities.

     

    (c) All
      Intellectual Property used in or required by the conduct of the Business, is
      owned by or licensed directly to MPP or to each Entity which utilizes such
      Intellectual Property, including without limitation that certain gathering
      and
      processing billing software utilized to issue transportation and treating
      services invoices by the following Entities: MPP Antrim Gas LLC and MPP Grands
      Lacs LLC. The foregoing referenced billing software is an Sql database that
      uses
      a interface written in “Visual Studio.” All Intellectual Property described in
      this Section
      3.13
      is
      licensed to MPP or the applicable Entity and is fully paid up in accordance
      with
      the requirements of the applicable license agreement.

    


    Section
      3.14 Representations
      with Respect to Environmental Matters.
      To
      the
      Knowledge of Seller, and except as set forth in Section 3.14 of the Seller
      Disclosure Letter:

     

    (a) MPP
      and
      the Entities are in compliance with all applicable Environmental
      Laws;

     

    (b) MPP
      and
      the Entities have all of the Environmental Permits required in order to conduct
      their operations or have applied for a renewal of such Environmental Permits
      in
      a timely fashion; 

     

    (c) There
      is
      no pending or threatened written Claim, lawsuit, or administrative proceeding
      against MPP or the Entities under or pursuant to any Environmental
      Law;

     

    
      
         

      

      
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    (d) None
      of
      MPP or the Entities is a party or subject to any administrative or judicial
      order, decree or other agreement with a Governmental Authority under or pursuant
      to any applicable Environmental Law;

     

    (e) Since
      the
      Baseline Date, and, to Seller’s Knowledge, prior to such date, none of MPP or
      the Entities has received written notice from any third party, including any
      Governmental Authority, alleging that MPP or any of the Entities has been or
      is
      in violation or potentially in violation of any applicable Environmental Law
      or
      otherwise may be liable under any applicable Environmental Law; and

     

    (f) Since
      the
      Baseline Date, and, to Seller’s Knowledge, prior to such date, with respect to
      the real property that is currently owned, leased or under easement or right
      of
      way by MPP or the Entities, there have been no spills or discharges of Hazardous
      Substances on or underneath any such real property.

     

    The
      representations and warranties set forth in this Section
      3.14
      are
      Seller's sole and exclusive representations and warranties related to
      environmental matters.

     

    Section
      3.15 Tax
      Matters.
      Except
      as
      would not have a Material Adverse Effect:

     

    (a) All
      federal, state, and local Tax Returns required to be filed by or on behalf
      of
      MPP and the Entities since the Baseline Date and, to Seller’s Knowledge, prior
      to such date, has been timely filed (taking into account applicable extensions)
      and in each case are correct and complete, and all Taxes shown as due on such
      Tax Returns have been paid or adequate reserves for them have been
      established.

     

    (b) There
      is
      no deficiency, proposed adjustment, or matter in controversy that has been
      asserted or assessed in writing with respect to any Taxes due and owing by
      MPP
      or any of the Entities that has not been paid or settled in full.

     

    (c) Each
      of
      MPP and the Entities, and Jackson Pipeline Company is a disregarded entity
      or
      pass-through entity for federal Tax purposes.

     

    (d) MPP
      Litchfield LLC’s undivided ownership of an interest in the Litchfield Pipeline
      is not characterized as or treated as the ownership of a partnership interest
      for federal Tax purposes, nor is the Litchfield Pipeline a tax partnership
      for
      federal Tax purposes.

     

    Section
      3.16 Insurance.

     

    (a) Section
      3.16(a) of the Seller Disclosure Letter sets forth a true and complete list
      of
      all current policies of all property and casualty insurance, insuring the
      properties, assets, employees and/or operations of MPP and the Entities
      (collectively, the “Insurance
      Policies”).
      All
      premiums under such Insurance Policies have been paid, Seller has received
      no
      notice of termination or intended termination for failure to pay premiums or
      any
      other reason, and MPP and the Entities have complied in all material respects
      with the terms and conditions of all such Insurance Policies.

     

    
      
         

      

      
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    (b) As
      of the
      date hereof, neither Seller nor MPP has received any written notification of
      the
      failure of any of the Insurance Policies to be in full force and effect. None
      of
      MPP or any of the Entities is in default under any provision of the Insurance
      Policies, and there is no claim by MPP or the Entities or any other Person
      pending under any of the Insurance Policies, or disputed with the underwriters
      or issuers thereof.

     

    Section
      3.17 Absence
      of Certain Changes or Events. 

     

    (a) MPP
      and
      each of the Entities have conducted their businesses in the ordinary course
      of
      business, consistent with past practice in all material respects, since December
      31, 2007.

     

    (b) Since
      December 31, 2007, there has not been, and to Seller’s Knowledge, prior
      thereto, there has not been with respect to MPP or any of the Entities any
      event
      or development or change, which has resulted or would reasonably be likely
      to
      result in a Material Adverse Effect.

     

    (c) Since
      December 31, 2007, neither MPP nor any Entity has:

     

    (i) (1)
      Granted any severance or termination pay to, or entered into, extended or
      amended any employment, consulting, severance or other compensation agreement
      with any Person; (2) established, adopted or entered into any employee benefit
      plan, incentive or indemnification agreement or any agreement with respect
      to a
      change-in-control (nor amended any such agreement); (3) entered into any
      collective bargaining agreement or other obligation to any labor organization
      or
      employee; or (4) amended or taken any other actions, including acceleration
      of
      vesting and waiver of performance criteria, with respect to any Employee Plan.
      Buyer acknowledges that it is aware that Seller and MPP have entered, or will
      enter, into retention agreements with MPP Employees at Seller’s expense in order
      to take positive steps towards a smooth transition of the operation to the
      Buyer;

     

    (ii) sold,
      leased, licensed, mortgaged or otherwise disposed of any properties or assets
      material to its business having a fair market value in excess of $50,000
      individually or $250,000 in the aggregate, except for the sale of excess
      compressor parts for $135,000;

     

    (iii) paid,
      repurchased, discharged or satisfied any of its material Claims, Liabilities
      or
      obligations (absolute, accrued, asserted or unasserted, contingent
      or otherwise), other than in the ordinary course of business, consistent with
      past practice, except that MPP prepaid a portion of the LaSalle Bank Loan in
      July 2008; 

     

    (iv) (A)
      incurred or assumed or guaranteed any long-term debt, or except in the ordinary
      course of business or consistent with past practice, incurred or assumed or
      guaranteed short-term Indebtedness exceeding $25,000 in the aggregate; (B)
      modified the terms of any Indebtedness or other liability, other than
      modifications of short-term debt in the ordinary course of business, consistent
      with past practice; or (C) assumed, guaranteed, endorsed or otherwise became
      liable or responsible (whether directly, contingently or otherwise) for the
      material obligations of any other Person; or

     

    
      
         

      

      
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    (v) authorized
      any of, or committed or agreed to take any of, the actions referred to in the
      paragraphs (i) through (iv) above except as set forth therein.

     

    (d) Since
      December 31, 2007, MPP has not recognized any Tax liability outside the ordinary
      course of business, made or changed any election for Tax purposes, changed
      any
      annual accounting period for Taxes, filed any material Tax Return outside the
      ordinary course of business, settled any Tax claim or assessment, surrendered
      any right to claim a refund of Taxes, consented to any extension or waiver
      of
      the limitation period applicable to any Tax claim or assessment relating to
      MPP,
      or taken any other action relating to the filing of any Tax Return or the
      payment of any Tax, if such election, adoption, change, amendment, agreement,
      settlement, surrender, consent or other action would have the effect of
      increasing the Tax liability of MPP for any period ending after December 31,
      2007 or decreasing any Tax attribute of MPP existing on that date.

     

    Section
      3.18 Absence
      of Undisclosed Liabilities.
      MPP
      does
      not have any Liabilities (whether absolute, accrued, contingent or otherwise)
      except those Liabilities (a) disclosed and reserved against in the MPP Financial
      Statements (or notes thereto) as required by GAAP, or (b) incurred in the
      ordinary course of business since December 31, 2007 and reflected or disclosed
      on the MPP Financial Statements.

     

    Section
      3.19 Brokerage
      and Finders' Fees.
      Neither
      Seller, MPP, the Entities nor any of their Affiliates or their respective
      members, partners, directors, officers or employees, has incurred, or will
      incur
      any brokerage, finders' or similar fee in connection with the transactions
      contemplated
      by this Agreement.

     

    Section
      3.20 Corporate
      and Accounting Records.
      Since
      the
      Baseline Date, the
      minute books of MPP and the Entities contain true, complete and accurate records
      of all meetings and accurately reflect all other corporate action of their
      respective members (including committees thereof). Since the Baseline Date
      and,
      to Seller’s Knowledge, prior to that date, each of MPP and the Entities
      maintains adequate records which accurately and validly reflect transactions
      conducted by each of them in reasonable detail, and maintains accounting
      controls, policies and procedures sufficient to ensure that such transactions
      are (a) executed in accordance with its management’s general or specific
authorization
      and (b) recorded in a manner which permits the preparation of financial
      statements in accordance with applicable Law and applicable regulatory
      accounting requirements.

     

    Section
      3.21 Affiliated
      Transactions.
      None
      of
      MPP or the Entities has been a party over the past twelve (12) months to any
      transaction or agreement with Seller or any Affiliate of Seller, except pursuant
      to the EGM Management Agreement, and except that an Affiliate of a Seller,
      Charlevoix Energy Trading, LLC (“Charlevoix”),
      a gas
      marketing company, sold some gas for MPP at market prices; there exists no
      gas
      sales or marketing arrangement between MPP or any Entity and Charlevoix on
      the
      date of this Agreement. No officer or Manager of Seller or any of its
      Affiliates, owns directly or indirectly, any interest of any kind in any of
      the
      assets or properties (as distinguished from Membership Interests) of MPP or
      the
      Entities.

     

    
      
         

      

      
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    Section
      3.22 Gas
      Imbalances.
      No
      pipelines or other assets owned by MPP or any of the Entities are designed
      or
      operated in a manner that produces any form of natural gas imbalance, the
      existence of or the resolution of which would have any form of impact on the
      financial condition or operations of MPP, the Entity or the Business, other
      than
      the Gas Imbalance, which relates solely to MMP Bay Area Pipeline LLC’s ownership
      of the Bay Area Pipeline. The Gas Imbalance is not reflected in the MPP
      Financial Statements. 

     

    Section
      3.23 No
      Competing or Alternative Treating Plants under Development.
      To the
      Knowledge of Seller: no natural gas CO2
      treating
      plants are being proposed, developed or constructed in the area of the State
      Michigan serviced by the MPP Antrim South Chester plants; there have been no
      permits sought or applied for in connection with any such possible developments;
      and Seller has not been advised by any Person of an intention to develop any
      competing or alternative natural gas CO2
      treating
      plant in the State of Michigan.

     

    Section
      3.24 No
      Other Representations or Warranties.
      Except
      for the representations and warranties contained in this Article III,
      NEITHER
      SELLER, NOR ANY PERSON ACTING IN SELLER’S BEHALF, HAS MADE ANY REPRESENTATIONS
      OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE CONDITION, QUALITY,
      FREEDOM FROM DEFECTS, OBSOLESCENCE, PERFORMANCE, USABILITY, CHARACTERISTICS,
      FITNESS FOR ANY PURPOSE OR MERCHANTABILITY OF ANY REAL ESTATE, STRUCTURES,
      EQUIPMENT, MACHINERY, MATERIALS, GOODS, SUPPLIES OR OTHER ASSETS OR PROPERTY
      OF
      ANY KIND OF MPP OR ANY OF THE ENTITIES.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    Buyer
      represents and warrants to Seller as follows and such representations and
      warranties also shall be true and correct at and as of the Closing Date as
      if
      made on that date:

     

    Section
      4.1 Corporate
      Organization; Qualification.
      Buyer
      (a)
      is a Delaware limited partnership, duly organized and validly existing under
      the
      Laws of its jurisdiction of formation, (b) has the requisite power to carry
      on
      its businesses as currently conducted and (c) is duly qualified to do business
      in each of the jurisdictions in which the ownership, operation or leasing of
      its
      properties or assets or the conduct of its business requires it to be so
      qualified, except where the failure to be so qualified would not materially
      and
      adversely affect the ability of, or timing for, Buyer to consummate the
      transactions contemplated by this Agreement.

     

    
      
         

      

      
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    Section
      4.2 Authority
      Relative to this Agreement.
      Buyer
      has
      full power and authority to execute and deliver this Agreement and the other
      agreements, documents and instruments to be executed and delivered by it in
      connection with this Agreement and to consummate the contemplated transactions.
      The execution, delivery and performance of this Agreement and the other
      agreements, documents and instruments to be executed and delivered in connection
      with this Agreement and the consummation of the contemplated transactions have
      been duly and validly authorized by all the necessary action on the part of
      Buyer and no other organization or similar proceedings on the part of Buyer
      are
      necessary to authorize this Agreement and the other agreements, documents and
      instruments to be executed and delivered in connection with this Agreement
      or to
      consummate the contemplated transactions. This Agreement and the other
      agreements, documents and instruments to be executed and delivered in connection
      with this Agreement has been duly and validly executed and delivered by Buyer
      and, assuming that this Agreement and the other agreements, documents and
      instruments to be executed and delivered in connection with this Agreement
      constitute legal, valid and binding agreements of the Seller, are enforceable
      against Buyer in accordance with their respective terms, except that
      enforceability may be limited by applicable bankruptcy, insolvency, moratorium
      or other similar laws affecting or relating to enforcement of creditors' rights
      generally or general principles of equity.

     

    Section
      4.3 Consents
      and Approvals.
      Except
      pursuant to the HSR Act, Buyer requires no consent, approval or authorization
      of, or filing, registration or qualification with, any Governmental Authority,
      or any other Person as a condition to the execution and delivery of this
      Agreement or the performance of the obligations hereunder, except where the
      failure to obtain such consent, approval or authorization of, or filing of,
      registration or qualification with, any Governmental Authority, or any other
      Person would not materially and adversely affect the ability of, or timing
      for,
      Buyer to consummate the transactions contemplated by this
      Agreement.

     

    Section
      4.4 No
      Conflict or Violation.
      The
      execution, delivery and performance by Buyer of this Agreement does
      not:

     

    (a) violate
      or conflict with any provision of the organizational documents of
      Buyer;

     

    (b) violate
      any applicable provision of a law, statute, judgment, order, writ, injunction,
      decree, award, rule or regulation of any Governmental Authority, except where
      such violation would not materially and adversely affect the ability of, or
      timing for, Buyer to consummate the transactions contemplated by this Agreement;
      or

     

    (c) violate,
      result in a breach of, constitute (with due notice or lapse of time or both)
      a
      default or cause any material obligation, penalty or premium to arise or accrue
      under any Material Contract, lease, loan, agreement, mortgage, security
      agreement, trust indenture or other material agreement or instrument to which
      Buyer is a party or by which it is bound or to which any of its properties
      or
      assets is subject, except as would not materially and adversely affect the
      ability of, or timing for, Buyer to consummate the transactions contemplated
      by
      this Agreement.

     

    
      
         

      

      
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    Section
      4.5 Availability
      of Funds.
      Buyer
      has and will have (i) on the Closing Date sufficient immediately available
      funds
      to pay the Purchase Price and to consummate the transactions contemplated
      hereby; and (ii) at the time(s) due in accordance with this Agreement,
      sufficient immediately available funds to pay any other amounts that may be
      owed
      to Seller if and as applicable. The ability of Buyer to consummate the
      transactions contemplated hereby is not subject to any condition or contingency
      with respect to financing.

     

    Section
      4.6 Litigation.
      There
      are
      no Actions before any Governmental Authority or arbitration panel or tribunal
      pending or in progress or, to Knowledge of Buyer, threatened, against Buyer,
      or
      any of its Affiliates or any executive officer or director thereof, except
      as
      would not materially and adversely affect the ability of, or timing for, Buyer
      to consummate the transactions contemplated by this Agreement. Neither Buyer
      nor
      any of its Affiliates are subject to any outstanding judgment, order, writ,
      injunction, decree or award entered in an Action to which Buyer (or its
      Affiliates) was a named party, except as would not materially and adversely
      affect the ability of, or timing for, Buyer to consummate the transactions
      contemplated by this Agreement.

     

    Section
      4.7 Brokerage
      and Finders' Fees.
      Neither
      Buyer nor any of its Affiliates, or their respective members, stockholders,
      partners, directors, officers or employees, has incurred, or will incur any
      brokerage, finders' or similar fee in connection with the transactions
      contemplated by this Agreement.

     

    Section
      4.8 Buyer's
      Acknowledgement.
      Buyer
      acknowledges and affirms that in connection with the transactions contemplated
      by this Agreement it has had access to the personnel, officers, professional
      advisors, operations, properties, facilities and records of MPP. Buyer further
      acknowledges and affirms that, in making the decision to enter into this
      Agreement and to consummate the transactions contemplated hereby, it has relied
      solely on (i) the representations, warranties, covenants and agreements of
      Seller set forth in this Agreement and the other agreements, documents and
      instruments to be executed and delivered in connection with this Agreement,
      and
      (ii) its own independent investigation, analysis and evaluation of MPP and
      the Entities, and its assets, properties, facilities,
      businesses, financial condition, operations and prospects. Buyer acknowledges
      and affirms that, except for the representations and warranties referred to
      in
      clause “(i)” in the immediately preceding sentence, SELLER HAS MADE NO
      REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE
      CONDITION, QUALITY, FREEDOM FROM DEFECTS, OBSOLESCENCE, PERFORMANCE, USABILITY,
      CHARACTERISTICS, FITNESS FOR ANY PURPOSE OR MERCHANTABILITY OF ANY REAL ESTATE,
      STRUCTURES, EQUIPMENT, MACHINERY, MATERIALS, GOODS, SUPPLIES OR OTHER ASSETS
      OR
      PROPERTY OF ANY KIND OF MPP OR ANY OF THE ENTITIES. 

     

    Section
      4.9 Investment
      Representations. 

     

    (a) Buyer
      is
      acquiring Membership Interests for its own account, solely for the purpose
      of
      investment and not with a view to, or for sale in connection with, any
      distribution thereof in violation of the federal securities laws or any
      applicable foreign or state securities law.

     

    
      
         

      

      
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    (b) Buyer
      understands that the acquisition of the Membership Interests to be acquired
      by
      it pursuant to the terms of this Agreement involves substantial risk. Buyer
      and
      its officers have experience as an investor in securities and equity interests
      of companies such as the ones being transferred pursuant to this Agreement
      and
      acknowledge that it can bear the economic risk of its investment and has such
      knowledge and experience in financial or business matters that Buyer is capable
      of evaluating the merits and risks of its investment in the Membership Interests
      to be acquired by it pursuant to the transactions contemplated
      hereby.

     

    (c) Buyer
      understands that the Membership Interests to be acquired by it hereunder have
      not been registered under the Securities Act on the basis that the sale provided
      for in this Agreement is exempt from the registration provisions thereof. Buyer
      acknowledges that such securities may not be transferred or sold except pursuant
      to the registration and other provisions of applicable securities laws or
      pursuant to an applicable exemption therefrom.

     

    (d) Buyer
      acknowledges that the offer and sale of the Membership Interests to be acquired
      by it in the contemplated transactions has not been accomplished by the
      publication of any advertisement.

     

    Section
      4.10 No
      Other Representations or Warranties.
      Except
      for the representations and warranties contained in this Article IV,
      neither
      Buyer nor any other Person makes any other express or implied representation
      or
      warranty on behalf of Buyer.

     

    ARTICLE
      V

     

    COVENANTS
      OF THE PARTIES

     

    Section
      5.1 Consents
      and Approvals.

     

    (a) Upon
      the
      terms and subject to the conditions of this Agreement, each of the parties
      hereto agrees to use, and will cause its Affiliates to use its reasonable
      commercial efforts to take, or cause to be taken, all actions, and to do, or
      cause to be done, all things necessary or advisable under applicable Law to
      consummate and make effective the transactions contemplated by this Agreement
      as
      promptly as practicable including the preparation and filing of all forms,
      registrations and notices required to be filed by such party in order to
      consummate the transactions contemplated by this Agreement and the taking of
      such actions as are necessary to obtain any approvals, consents, orders,
      exemptions or waivers of Governmental Authorities required to be obtained by
      such party in order to consummate the transactions contemplated by this
      Agreement. Each party shall promptly consult with the other with respect to,
      provide any necessary information with respect to, and provide copies of all
      filings made by such party with any Governmental Authority or any other
      information supplied by such party to a Governmental Authority in connection
      with this Agreement and the contemplated transactions.

     

    
      
         

      

      
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    (b) If
      any
      objections are asserted with respect to the transactions contemplated by this
      Agreement under any anti-competition Law or if any suit or proceeding is
      instituted or threatened by any Governmental Authority or any private party
      challenging any of the transactions contemplated by this Agreement as violative
      of any anti-competition Law, each of Seller and Buyer shall discuss the steps,
      if any, that should be implemented to respond to the suit, proceeding or
      challenge described above. No party shall have any obligation to hold separate
      or divest any of its property or of any of its Affiliates.

     

    Section
      5.2 Further
      Assurances.
      On
      and
      after the Closing Date, Seller and Buyer shall cooperate and use their
      respective reasonable commercial efforts to take or cause to be taken all
      appropriate actions and do, or cause to be done, all things necessary or
      appropriate to make effective the transactions contemplated hereby, including
      the execution of any additional assignment or similar documents or instruments
      of transfer of any kind, the obtaining of consents which may be reasonably
      necessary or appropriate to carry out any of the provisions hereof and the
      taking of all such other actions as such party may reasonably be requested
      to
      take by the other party hereto from time to time, consistent with the terms
      of
      this Agreement, in order to effectuate the provisions and purposes of this
      Agreement and the contemplated transactions. Specifically, but not in limitation
      of this Section, Seller shall collect, compile and forward to Buyer no less
      frequently than weekly all checks, other forms of payment made in respect of
      receivables owed to MPP and the Entities from and after the Effective Date,
      and
      all correspondence and invoices received by Seller that are directed to MPP
      or
      any of the Entities.

     

    Section
      5.3 Employee
      Matters. 

     

    (a) From
      the
      date hereof until the Closing Date, except as otherwise provided in this
Section
      5.3
      or with
      the prior written consent of Buyer, Seller shall not permit any Entity to (i)
      hire any employee, officer, director, or consultant, (ii) terminate the
      employment of any MPP Employee other than for cause, (iii) establish, adopt
      or
      enter into any employee benefit plan nor amend or take any other actions,
      including the acceleration of vesting or waiver of performance criteria, with
      respect to any
      Employee Plan, (iv) enter into, modify or extend in any manner the terms of
      any
      employment, consulting, severance, benefit, incentive or indemnification
      agreement or any agreement with respect to a retention bonus or
      change-in-control with any MPP Employee or any other Person, nor incur or enter
      into any collective bargaining agreement or other obligation to any labor
      organization or employee, or (v) grant or pay (or agree to grant or pay) any
      increase in the rate of compensation of any employee, officer, director or
      consultant, except that Seller, at its own expense, intends to enter into
      retention agreements with MPP Employees in order to take positive steps towards
      smooth transition of the operation to the Buyer.

     

    
      
         

      

      
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    (b) On
      or
      before the Closing, but effective immediately prior to the Closing Date, Seller
      shall take all necessary actions to cause the MPP 401(k) Plan to be terminated.
      On or before the Closing, but effective as of the Closing Date, Seller shall
      take all actions necessary to cause (i) MPP to cease to be an adopting or
      participating employer under all Employee Plans and (ii) MPP to transfer
its
      sponsorship and all
      of
      its obligations and Liabilities relating to the Employee Plans to
      Seller
      or an
      Affiliate of Seller.
      Seller
      shall remain solely responsible for the Employee Plans, and Buyer shall not,
      and
      from and after the Closing Date the Entities shall not, have any
      responsibilities or Liabilities with respect to the Employee Plans. Without
      limiting the scope of the preceding provisions of this Section
      5.3(b),
      Seller
      shall, if required by Law, provide COBRA or other continuation coverage (within
      the meaning of Section 4980B of the Code and the Treasury regulations
      thereunder) to all individuals who are M & A qualified beneficiaries (within
      the meaning assigned to such term under Q&A-4 of Treasury regulation section
      54.4980B-9) with respect to the transactions contemplated by this Agreement
      for
      the duration of the period to which such individuals are entitled to such
      coverage. Seller shall take any and all necessary actions to ensure that Buyer,
      MPP, the Entities and their respective Affiliates are not required to provide
      such continuation coverage to any such individual at any time. By executing
      the
      Assumption Agreement on the Closing Date, Seller agrees to assume and be
      responsible for the payment of all pre-Closing Date, employee-related
      Liabilities (e.g., accrued and unpaid salary or wages, vacation pay, accrued
      and
      withholding taxes, and other accrued and liabilities under any Employee Plans)
      with respect to the MPP Employees and any and all former employees of MPP,
      the
      Entities and any of their predecessors,
      provided that such liabilities may be taken into account in the Closing
      Net Working Capital in which case, they may be paid by Buyer.

     

    (c) On
      or
      before the Closing Date, Seller shall cause to be transferred to Seller the
      employment of each individual employed by an Entity (i) who is on a disability
      or other leave of absence as of the Closing Date or (ii) who has been identified
      on a list furnished by Buyer to Seller at least two Business Days prior to
      the
      Closing Date. Each MPP Employee who is employed by MPP on the Closing Date
      and
      whose employment is not transferred as provided in the preceding sentence is
      referred to herein as a “Transferred
      Employee.”

     

    (d) For
      purposes of eligibility and vesting (but not benefit accrual) under the employee
      benefit plans of Buyer or its Affiliates providing benefits to Transferred
      Employees after the Closing Date (the “DCP
      Plans”),
      to
      the extent permitted by the terms of the insured DCP Plans, and for purposes
      of
      determining the vacation and sick leave benefits to be provided to Transferred
      Employees under the DCP Plans, Buyer shall
      cause each Transferred Employee to be credited with his or her years of service
      with MPP and predecessor entities to the same extent, if any, as such
      Transferred Employee was entitled immediately prior to the Closing Date to
      credit for such service under any similar Employee Plan. Seller has provided
      Buyer with all the necessary information to enable Buyer to credit such prior
      service credit. The DCP Plans that provide medical and dental benefits shall
      credit Transferred Employees for the year in which the Closing Date occurs
      with
      any deductibles and out-of-pocket expenses paid by such Transferred Employees
      under the corresponding Employee Plans during the portion of such year preceding
      the Closing Date (provided,
      however,
      that
      such credit shall only be provided based on information Seller provides to
      Buyer
      pursuant to the following sentence). Seller shall provide to Buyer within 60
      days after the Closing Date a list of deductibles and out-of-pocket expenses
      for
      the year in which the Closing Date occurs for the Transferred Employees and
      their dependents who provide authorization for the release of such data. Each
      Transferred Employee shall be eligible for vacation and sick leave effective
      as
      of the day after the Closing Date to the same extent as similarly situated
      employees of Buyer (prorated for the number of days remaining in Buyer’s fiscal
      year), taking into account the prior service credit granted in accordance with
      this Section
      5.3.

     

    
      
         

      

      
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    (e) During
      the final 10 Business Days preceding the Closing Date, Seller and Buyer shall
      cooperate in scheduling (i) all Employees to participate in Buyer’s safety and
      process safety management two day training course and (ii) those Employees
      directly (and on a relief basis) involved in the operation of the Grands Lacs
      pipeline, to participate in Buyer’s Operator Qualified Program to ensure that
      those Employees are qualified under U.S. Department of Transportation Part
      192
      regulations; the foregoing shall be conducted while maintaining reasonable
      staffing at MPP for operations.

    


    (f) Nothing
      contained in this Agreement shall be construed to limit in any way the ability
      of Buyer or its Affiliates to terminate the employment of any Transferred
      Employee from and after the Closing Date; provided,
      that
      Buyer or its applicable Affiliate shall be responsible for issuing required
      notices under the Worker Adjustment and Retraining Notification Act and similar
      foreign, state and local rules, statutes and ordinances resulting from the
      actions of Buyer and its Affiliates after the Closing Date, and shall be
      responsible for the consequences of failure to so comply.

     

    (g) From
      the
      date hereof through the second anniversary of the Closing Date, without the
      prior written consent of Buyer, neither Seller, nor any of its members or any
      or
      its Affiliates shall, directly or indirectly, solicit for employment or employ
      (i) any Transferred Employee or (ii) any other employee of Buyer or its
      Affiliates; provided
      that
      this Section shall not prohibit (A) solicitation of Transferred Employees whose
      employment has been terminated by Buyer or its Affiliates after the Closing
      Date
      or (B) general solicitations to the public or general advertising not
      specifically directed toward any Transferred Employee.

     

    (h) Nothing
      in this Agreement, the Transaction Documents or this Section
      5.3
      shall
      provide any MPP Employee or any other Person any separate right or
      cause
      of action against Buyer, MPP, any Entity or Seller. The duties and obligations
      of Seller and Buyer to each other hereunder are intended to be enforceable
      only
      between them, and do not grant any benefits, duties or obligations to any third
      party, including the current or future employees of Buyer or its Affiliates
      or
      the employees of Seller, MPP, or any of the Entities or any of their respective
      Affiliates. Nothing in this Agreement, whether express or implied, shall amend
      or modify, or be construed as amending or modifying, any benefit plan, program
      or agreement sponsored, maintained or contributed to by Seller, MPP, any Entity,
      Buyer, or any of their respective Affiliates. Nothing in this Agreement, whether
      express or implied shall limit the right of Seller, MPP, any Entity, Buyer,
      or
      any of their respective Affiliates to amend, terminate or otherwise modify
      any
      such benefit plan, program or agreement after the Closing Date.

     

    
      
         

      

      
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    Section
      5.4 Tax
      Covenants.

     

    (a) Tax
      Return Filings, Refunds, and Credits.

     

    (i) Seller
      shall timely prepare and file (or cause such preparation and filing) with the
      appropriate Tax authorities all Tax Returns with respect to MPP and the Entities
      for Tax periods that end on or before the Effective Date (the “Seller
      Returns”),
      and
      will pay (or cause to be paid) all Taxes due with respect to the Seller
      Returns.
      The
      taxes shown on the Tax Returns shall be correct and complete.

     

    (ii) Buyer
      shall timely prepare and file (or cause preparation and filing) with the
      appropriate Tax authorities all Tax Returns with respect to MPP for all Tax
      periods ending after the Effective Date (the “Buyer
      Returns”),
      and
      will pay (or cause to be paid) all Taxes due with respect to the Buyer Returns.
      The taxes shown on the Tax Returns shall be correct and complete. 

     

    (b) Property
      Tax Pro-ration and Post-Closing Adjustment.
      Ad
      valorem and real and tangible personal property Taxes with respect to the
      property and assets of MPP and the Entities (“Property
      Taxes”)
      for
      the calendar year in which the Closing Date occurs shall be prorated between
      Seller and Buyer as of the Effective Date. Actual Property Taxes paid by MPP
      before the Effective Date shall be prorated between the Seller and Buyer as
      of
      the Effective Date and the amount allocable for the period after the Effective
      Date shall be included as a prepayment in the Closing Net Working Capital
      calculation as provided in Section
      2.1.
      All
      future Property Taxes paid by MPP after the Effective Date shall be prorated
      between the Seller and Buyer as of the Effective Date and the amount allocable
      for the period prior to the Effective Date shall represent Seller’s obligation
      and shall be accounted for in the Post-Closing Purchase Price Reconciliation.
      Any Property Taxes allocable to the Seller’s account arising from proration of
      any future Property Tax bill received by MPP after the Post-Closing Purchase
      Price Reconciliation shall be billed to the Seller. 

     

    (c) Transfer
      Taxes.
      Seller
      shall bear all transfer, documentary, sales, use, stamp, registration, value
      added and other similar Taxes and fees (including any penalties and interest)
      incurred in connection with transactions contemplated by this Agreement
      (including any real property transfer tax and any similar Tax).


    (d) Allocation
      of Taxes.
      Seller
      and Buyer shall, unless prohibited by applicable state or local Law,
      cause MPP and each of the Entities
      to close
      all Tax periods at
      the
      Effective Date. If applicable Law does not permit
      MPP or
      any of the Entities
      to close
Tax
      period at
      the
Effective
      Date, the amount of
      Taxes
      allocable to the portion of such period ending at
      the
Effective
      Date shall be deemed equal to the amount that would be payable if the relevant
      taxable period ended at
      the
      Effective Date. Any allocation of income or deductions required to determine
      any
      Income Taxes relating to such period shall be taken into account as though
      the
      relevant taxable period ended at
      the
      Effective Date and by means of a closing of the books and records of MPP and
      the
Entities
      at the
      Effective Date; provided
      that
      exemptions, allowances or deductions that are calculated on an annual basis
      (including, but not limited to, depreciation and amortization deductions) shall
      be allocated between the period ending at
      the
Effective
      Date and the period thereafter in
      proportion to the number of days in each such period. All Tax Returns filed
      by
      Buyer, Seller or MPP and each of the Entities shall be prepared consistently
      with such allocation. Neither Seller, any of its Subsidiaries nor Buyer shall
      make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (or
      any
      similar provision of state or local Tax)
      to
      ratably allocate Tax items for any year or taxable period that includes the
      Closing Date. Notwithstanding
      anything to the contrary herein, any Tax payable by MPP or the Entities in
      respect of the Michigan Business Tax or any comparable franchise Tax (a
“Michigan
      Tax”)
      paid
      or payable with respect to MPP or the Entities, shall be allocated to the
      taxable period during which the income, operations, assets or capital comprising
      the base of such Tax is measured, regardless of whether the right to do business
      for another taxable period is obtained by the payment of the Michigan
      Tax.

     

    
      
         

      

      
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    Section
      5.5 Maintenance
      of Insurance Policies. 

     

    (a) Prior
      to
      the Closing Date, Seller shall have provided Buyer true, correct and complete
      copies of all Insurance Policies. Seller agrees to maintain all Insurance
      Policies in effect and all premiums therefore fully paid up at least through
      the
      Closing Date. Buyer reserves the right to cause any or all of the Insurance
      Policies to be terminated at any time from and after the Closing Date and obtain
      refunds of unused premiums which will be taken into account in determining
      the
      Closing Statement.

     

    (b) Seller’s
      only right to receive or share in the proceeds of any Insurance Policy Claims
      from and after the Closing Date are set forth in Section
      6.3(b)
      below.


     

    (c) Nothing
      in this Agreement is intended to provide or shall be construed as providing
      a
      benefit or release to any insurer or claims service organization with respect
      to
      any obligation under any Insurance Policy. Nothing herein shall be construed
      as
      creating or permitting any insurer or claims service organization the right
      of
      subrogation against Seller or Buyer or any of their Affiliates in respect of
      payments made by one to the other under any Insurance Policy.

     

    Section
      5.6 Preservation
      of Records.

     

    (a) Buyer
      agrees that it shall, at its own expense, preserve and keep the records held
      by
      it relating to the businesses of MPP that could reasonably be required after
      the
      consummation of the transaction contemplated in this Agreement by Seller for
      the
      time periods required; provided,
      however,
      that
      upon expiration of such period, as applicable, Buyer shall give written notice
      to Seller if it or the custodian of such books and records proposes to destroy
      or dispose of the same. Seller shall have the opportunity for a period of 30
      days after receiving such notice to elect to have some or all of such books
      and
      records delivered, at Seller's expense and risk, to a location chosen by Seller.
      In addition, Buyer shall make such records available to Seller as may reasonably
      be required by Seller in connection with, among other things, any insurance
      claim, legal proceeding or governmental investigation relating to the business
      of MPP. Seller agrees to maintain the confidentiality of all information
      provided by Buyer or MPP hereunder during the time periods provided for in
      this
      Section.

     

    
      
         

      

      
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    (b) Seller
      agrees that it shall, at its own expense, preserve and keep the records held
      by
      it relating to the business of MPP which are contained in the records of Seller
      or its Affiliates that could reasonably be required after the consummation
      of
      the transaction contemplated by this Agreement by Seller for the time periods
      required. In addition, Seller shall make such records available to Buyer as
      may
      reasonably be required by Buyer in connection with, among other things, any
      insurance claim, legal proceeding or governmental investigation relating to
      MPP.

     

    Section
      5.7 Public
      Statements. No
      public
      or private release announcement or regulatory filing concerning the transactions
      contemplated hereby shall be issued by any of the parties without the prior
      written consent of the other parties (which consent shall not unreasonably
      withheld), except for such press release, announcement or regulatory filing
      as
      is required by Law, court process or stock exchange rule to be made by the
      party
      proposing to issue the same, in which case such party shall use its reasonable
      commercial efforts to consult in good faith with the other party prior to the
      issuance of any such press release, announcement or filing. In no event shall
      either party disclose the Purchase Price for the Membership Interests unless
      compelled by court order or other legal process and after prompt prior notice
      to
      the other party of any requested or demanded disclosure. Seller will cooperate
      with Buyer in respect of public announcements and Seller will coordinate with
      the Buyer regarding private announcement of the transaction to the
      employees.

     

    Section
      5.8 Use
      of
      Corporate Name.
      Buyer
      is
      acquiring and shall be entitled to use the names of MPP and the Entities after
      the Closing Date.

     

    Section
      5.9 Confidentiality. Each
      of
      Buyer and Seller will hold, and will cause its Representatives to hold, in
      confidence, unless compelled to disclose by judicial or administrative process
      or by other requirements of Law, all confidential documents and information
      concerning MPP and the Entities furnished to Buyer in connection with the
      transactions contemplated by this Agreement, except to the extent that such
      information can be shown to have been (i) previously known on a non-confidential
      basis by Buyer or Seller, (ii) in the public domain through no fault of Buyer
      or
      Seller or (iii) later lawfully acquired by Buyer or Seller from sources other
      than the other party; provided that Buyer and Seller may disclose such
      information to their Representatives in connection with the transactions
      contemplated by this Agreement so long as such Persons are informed by Buyer
      and
      Seller respectively of the confidential nature of such information and are
      directed by Buyer and Seller to treat such information confidentially. The
      obligation of each of Buyer and Seller to hold any such information in
      confidence shall be satisfied if it exercises the same care with respect to
      such
      information as it would take to preserve the confidentiality of their own
      similar information.

     

    Section
      5.10 MPP
      Financial Statements.
      From
      the date of execution of this Agreement to the Closing Date and thereafter,
      Seller will use commercially reasonable efforts to assist Buyer in complying
      with the requirements of Regulation S-X adopted by the U.S. Securities and
      Exchange Commission in connection with the MPP Annual Audited Financial
      Statements and the MPP Unaudited Financial Statements, including providing
      customary management representation letters and obtaining consents from Plante
      Moran, PLLC necessary for the filing of all Financial Statements with the
      Securities and Exchange Commission. In addition, from the date of execution
      of
      this Agreement to the Closing Date and thereafter, Seller will use commercially
      reasonable efforts to assist Buyer with the determination of purchase accounting
      allocations and the transition of ongoing accounting requirements.

     

    
      
         

      

      
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    Section
      5.11 Non-competition.
      For a
      period beginning on the date hereof and ending two (2) years after the Closing
      Date (the “Non-Compete
      Period”),
      Seller agrees that it will not, directly or indirectly, on his own behalf or
      as
      a partner, officer, director, stockholder, member, employee, Seller, agent
      or
      consultant of, or in any other capacity for, any other person or
      entity:

     

    (a)
      engage or invest in, own, manage, operate, finance, control or participate
      in
      the ownership, management, operation, financing, or control of, lend his funds
      or credit to, or render services or advice to, any Person or entity that is
      engaged in or owns, operates or leases assets that involve the natural gas
      gathering, transportation, processing, compression or treating business that
      competes with the Business or which is a foreseeable extension of the Business
      (including without limitation assets and services upstream of the central
      production facilities which are used to dehydrate or deliver natural gas to
      the
      Business such as wellhead gathering pipelines and compression, but excluding
      any
      aspect of business opportunities in which Buyer has the contractual right to
      participate with Seller, and excluding such activities as natural gas
      exploration, production and storage which are primary businesses of the Seller)
      (the “Non-Compete
      Business”);
      or

     

    (b)
      persuade or attempt to persuade any customer or prospective customer of the
      Company, of any Entity, or of MichCon (as to MichCon, regarding any supply,
      transportation, gas gathering, processing, compression or treating arrangement
      that MichCon may conduct upstream of the Business) to discontinue or reduce
      its
      business with the Company, any Entity or MichCon, as applicable;
      and

     

    (c)
      provided however, that (a) the Non-Compete Business shall not be construed
      to
      include the leasing and development of oil and gas properties and Seller may
      be
      employed by or render services or advice to any entity engaged in the
      Non-Compete Business
      as long as such employment, services rendered or advice given by Seller do
      not
      directly or indirectly relate to the Non-Compete Business.

     

    Notwithstanding
      anything herein to the contrary, the parties acknowledge and agree that Seller,
      if otherwise in compliance with this Agreement may own or hold, as a passive
      investment, not more than five percent (5%) of the outstanding securities of
      any
      person or entity engaged in the Non-Compete Business if the securities of such
      a
      person or entity are listed on any national or regional securities exchange
      or
      have been registered under Section 12(g) of the Securities Exchange Act of
      1934,
      as amended

     

    
      
         

      

      
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    Section
      5.12 Conduct
      of Business Pending Closing

     

    Prior
      to
      the Closing Date, the Seller will take all measures necessary to cause MPP
      and
      each Entity to (except with the prior written consent of Buyer or as otherwise
      permitted by this Agreement and the Transaction Documents):

     

    (a) carry
      on
      the Business only in the ordinary course of business and in a manner consistent
      with past practice;

     

    (b) maintain
      its assets, properties and facilities, including those held under leases, in
      as
      good working order and condition as at present, ordinary wear and tear
      excepted;

     

    (c) not
      acquire or agree to acquire by merging or consolidating with, or by purchasing
      any equity interest in or any assets of, or by any other manner, any business
      or
      any entity, partnership, association or other business organization or division
      thereof;

     

    (d) not
      sell,
      lease, mortgage, encumber, pledge, grant a lien on or otherwise dispose of,
      or
      agree to sell, lease (whether such lease is an operating or capital lease),
      or
      dispose of any portion of its assets, other than in the ordinary course of
      MPP’s
      or any Entity’s business consistent with past practice;

     

    (e) (i)
      not
      increase or agree to increase the compensation payable or to become payable
      to
      any of the Employees: provided, that the foregoing restriction shall not
      prohibit MPP from maintaining contributions to and/or accruing liabilities
      in
      respect of the Employee bonus pool, so long as the same are reflected in the
      MPP
      Financial Statements, (ii) not grant any severance or termination pay to,
      or enter into any employment or severance agreement with any Person;
      (iii) not enter into any collective bargaining agreement; or (iv) not
      establish, adopt, enter into, amend or terminate any employee benefit plan,
      except as contemplated by first sentence of Section
      5.3(b)
      above;

     

    (f) keep
      in
      full force and effect Insurance Policies;

     

    (g) maintain
      and preserve its business organization intact, retain present employees (Seller
      intends, at its expense, to enter into retention agreements with
      MPP
      Employees) and maintain its relationships with suppliers, vendors, customers,
      creditors and others having business relations with it;

     

    (h) not
      declare, set aside or pay any dividend or other distribution (whether in units,
      other form of equity or property) with respect to any of its outstanding capital
      units, or make any issuance, reclassification, redemption, purchase or other
      acquisition of any of its equity securities (except (i) to the extent permitted
      in distributing Net Current Assets to Seller pursuant to this Agreement and
      (ii)
      regularly scheduled interest and principal payments to LaSalle
      Bank);

     

    (i) not
      incur
      any indebtedness for borrowed money;

     

    
      
         

      

      
        -
          41 -

        
          

        

      

      
         

      

    

     

    (j) not
      enter
      into any Material Contract that is not terminable by MPP or an Entity on no
      greater than 90 days notice;

     

    (k) not
      make
      any change in accounting principles, methods or policies (except as may be
      required by changes in Law or changes in GAAP); 

     

    (l) not
      cancel or compromise any Claim or amend, modify, cancel, terminate, relinquish,
      waive or release any Material Contract or material right of MPP or any Entity;
      and

     

    (m) not
      make
      or commit to make any capital expenditures or issue any new “authorities for
      expenditure,” in either case in excess of $100,000 or make or commit to make any
      individual operating expenditure in excess of $100,000.

     

    ARTICLE
      VI

     

    SURVIVAL;
      INDEMNIFICATION

     

    Section
      6.1 Survival.

     

    (a) All
      representations and warranties contained herein shall survive for a period
      of
      twelve (12) months following the Closing Date except for the representations
      and
      warranties of Seller set forth in Section
      3.1
      (Corporate Organization; Qualification), 3.2
      (Authority Relative to this Agreement), and 3.3
      (Equity
      Interests), and of Buyer in Sections
      4.1
      (Corporate Organization; Qualification) and 4.2
      (Authority Relative to this Agreement), which shall survive without any time
      period limitation except the applicable statute of limitations, and the
      representations of Seller set forth in Section
      3.7
      (Contracts) and Section
      3.15
      (Taxes),
      which shall survive for the applicable statute of limitations periods (such
      periods set forth above are referred to herein as the relevant “Indemnity
      Period”).
      The
      parties intend that solely as to those representations and warranties that
      survive for a period of twelve (12) months following the Closing, that the
      statute of limitations be contractually shortened and the parties agree that
      no
      Claims or causes of action may be brought against Seller, Buyer or any of their
      respective directors, officers, members, employees, Affiliates, controlling
      persons, agents or Representatives based upon, directly or indirectly, any
      of
      the representations and warranties contained in this Agreement after the
      Indemnity Period; provided
      that if a written notice of Claim for indemnification is made during the
      applicable Indemnity Period in accordance with this Article
      VI,
      such
      Claim shall survive until its resolution.

     

    (b) All
      covenants and agreements contained herein that by their terms are to be
      performed in whole or in part, or which prohibit actions, subsequent to the
      date
      hereof, shall survive the consummation of the transaction contemplated hereby
      in
      accordance with their terms.

     

    Section
      6.2 Indemnification.

     

    (a) Subject
      to the limitations set forth in this Article VI,
      from
      and after the Closing Date, Seller shall indemnify, defend, save and hold
      harmless Buyer and its Affiliates, their respective successors and permitted
      assigns, and their officers and directors (collectively, the “Buyer
      Indemnified Parties”),
      from
      and against any and all Damages incurred by a Buyer Indemnified Party arising
      out of, resulting from or incurred in connection with:

     

    
      
         

      

      
        -
          42 -

        
          

        

      

      
         

      

    

     

    (i) any
      breach or inaccuracy of any representation or warranty of Seller contained
      in
      this Agreement, in each case, when made or deemed made (without
      giving effect to the words “material” or “Material Adverse Effect” or other
      similar exceptions or qualifiers);

     

    (ii) any
      breach by Seller of any covenant or agreement contained in this Agreement;
      and

     

    (iii) any
      Retained Liabilities.

     

    (b) Subject
      to the limitations set forth in this Article VI,
      from
      and after the Closing Date, Buyer shall indemnify, defend, save and hold
      harmless Seller and its Affiliates, their respective successors and permitted
      assigns, and their officers and directors (collectively, the “Seller
      Indemnified Parties”)
      from
      and against any and all Damages to the extent incurred by the Seller Indemnified
      Party arising out of, resulting from or incurred in connection
      with:

     

    (i) any
      breach or inaccuracy of any representation or warranty of such Buyer contained
      in this Agreement, in each case, when made or deemed made;
      and

     

    (ii) any
      breach
      by
      Buyer of any covenant or agreement contained in this Agreement; and

     

    (iii) any
      Liabilities arising from operations or business on or after the Closing Date,
      that did not exist prior to the Closing Date.

     

    (c) Any
      Person providing indemnification pursuant to the provisions of this Section
      6.2
      is
      referred to herein as an “Indemnifying
      Party”,
      and any
      Person entitled to be indemnified pursuant to the provisions
      of this Section
      6.2
      is
      referred to herein as an “Indemnified
      Party”.

     

    (d) Seller's
      indemnification obligations contained in Section 6.2(a)(i)
      shall
      not apply to any Claim for Damages unless and until the aggregate of all such
      Damages exceeds $1,000,000 (the “Threshold
      Amount”),
      in
      which event Seller's indemnity obligation contained in Section 6.2(a)(i)
      shall
      apply to all Claims for Damages in excess of the Threshold Amount, subject
      to a
      maximum liability to Seller,
      in the
      aggregate, of $15,000,000 (the “Cap
      Amount”);
      provided,
      however,
      that
      the following Claim for Damages shall not be subject to the Threshold Amount
      or
      Cap Amount: (i) Seller’s breach of the representations and warranties set forth
      in Sections
      3.1,
      3.2
      and
3.3,
      and
Section
      3.15
      and (ii)
      those that relate to or arise out of the Retained Liabilities.

     

    (e) Buyer's
      indemnification obligations contained in Section 6.2(b)(i)
      shall
      not apply to any Claim for Damages unless and until the aggregate of all such
      Damages equals the Threshold Amount, in which event Buyer's indemnification
      obligation contained in Section 6.2(b)(i)
      shall
      apply to all Claims for Damages in excess of the Threshold Amount, subject
      to a
      maximum liability to the Buyer, in the aggregate, of the Cap Amount.

     

    
      
         

      

      
        -
          43 -

        
          

        

      

      
         

      

    

     

    (f) The
      indemnification obligations of each party hereto under this Section 6.2
      shall
      inure to the benefit of the Buyer Indemnified Parties and Seller Indemnified
      Parties, and such Buyer Indemnified Parties and Seller Indemnified Parties
      shall
      be obligated to keep and perform the obligations imposed on an Indemnified
      Party
      by this Section 6.2,
      on the
      same terms as are applicable to such other party.

     

    (g) In
      all
      cases in which a Person is entitled to be indemnified in accordance with this
      Agreement, such Indemnified Party shall be under a duty to act in a commercially
      reasonable manner to mitigate its Losses. 

     

    (h) Notwithstanding
      any other provision of this Agreement, in no event shall any Indemnified Party
      be entitled to indemnification pursuant to this Article VI
      to the
      extent any Damages were attributable to such Indemnified Party's own gross
      negligence or willful misconduct.

     

    (i) THE
      REMEDIES PROVIDED IN THIS ARTICLE
      VI
      SHALL BE DEEMED TO SET FORTH AND ESTABLISH THE SOLE AND EXCLUSIVE REMEDIES
      OF
      THE PARTIES, FROM AND AFTER THE DATE HEREOF, WITH RESPECT TO THE BREACH OR
      FAILURE TO PERFORM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
      HEREBY.

     

    Section
      6.3 Calculation
      of Damages. 

     

    (a) The
      amount of any Damages suffered by Buyer hereto shall be reduced if and only
      to
      the extent that Seller’s (i) breached or inaccurate representation or warranty
      or (ii) breached covenant or agreement is accurately and adequately reserved
      for
      in
      the Closing Statement and Buyer actually receives the cash related to such
      reserve as a Current Asset upon acquiring the Membership Interests.

     

    (b) If
      a
      Buyer Indemnified Party Claim for Damages under this Article
      VI
      is
      covered by an Insurance Policy maintained in effect by MPP prior to the Closing
      Date, contemporaneously with Seller’s payment of the Buyer Indemnified Party
      Claim for Damages, Buyer shall cause MPP, or its successor to assign to Seller
      whatever right to recovery as to the particular Claim for Damages under the
      relevant Insurance Policy, as can be assigned to Seller, and Buyer shall take
      such action as Seller may reasonably request without the expenditure of funds
      to
      assist Seller to collect under the relevant Insurance Policy.

     

    Section
      6.4 Procedures
      for Third-Party Claims. The
      obligations of any Indemnifying Party to indemnify any Indemnified Party under
      this Article
      VI
      with
      respect to for Claim for Damages pursued against an Indemnified Person by any
      Person other than an Indemnifying Party (including Governmental Entities) (a
      “Third-Party
      Claim”),
      shall
      be subject to the following terms and conditions:

     

    
      
         

      

      
        -
          44 -

        
          

        

      

      
         

      

    

     

    (a) The
      Indemnified Party shall give the Indemnifying Party written notice of any such
      Third-Party Claim reasonably promptly after learning of such Third-Party Claim.
      The Indemnifying Person’s failure to give prompt written notice of a Third-Party
      Claim shall not affect the Indemnifying Party's obligations under this
Article
      VI,
      except
      to the extent that the Indemnifying Party is actually prejudiced by its failure
      to receive prompt written notice.

     

    (b) If
      the
      Indemnifying Party elects to defend against, negotiate, settle or otherwise
      deal
      with any Third Party Claim, it shall within 30 days notify the Indemnified
      Party
      of its decision. If the Indemnifying Party elects not to or fails to defend
      against, negotiate, settle or otherwise deal with any Third Party Claim, the
      Indemnified Party may defend against, negotiate, settle or otherwise deal with
      such Third Party Claim. If the Indemnifying Party assumes the defense of any
      Third Party Claim, the Indemnified Party may participate, at its own expense,
      in
      the defense of such Third Party Claim; provided, however, that such Indemnified
      Party shall be entitled to participate in any such defense with separate counsel
      at the expense of the Indemnifying Party if, (i)
      so
      requested by the Indemnifying Party to participate or (ii)
      in
      the reasonable opinion of counsel to the Indemnified Party, a conflict or
      potential conflict exists between the Indemnified Party and the Indemnifying
      Party that would make such separate representation advisable; and provided,
      further, that the Indemnifying Party shall not be required to pay for more
      than
      one such counsel for all Indemnified Parties in connection with any Third Party
      Claim.

     

    (c) The
      Indemnified Party shall, and shall cause its employees and Representatives
      to,
      cooperate reasonably with the Indemnifying Party in connection with the defense
      negotiation, settlement or other handling of each Third-Party Claim and shall
      provide the Indemnifying Party with all available information and documents
      concerning such Third-Party Claim.

     

    (d) Notwithstanding
      anything else in this Section
      6.4,
      (i) the
      Indemnified Party shall not settle a Third-Party Claim without the prior written
      consent of the Indemnifying Party, which consent shall not be unreasonably
      withheld, conditioned or delayed and (ii) the Indemnifying Party shall not
      enter
      into any settlement or compromise of any action, suit or proceeding, or consent
      to the entry of any judgment for relief other than monetary damages to be borne
      by the Indemnifying Party, without the prior written consent of the Indemnified
      Party, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    Section
      6.5 Procedures
      for First-Party Claims.
      The
      obligations of any Indemnifying Party to indemnify an Indemnified Party under
      this Article
      VI
      in
      respect of a Claim for Damages pursued directly by an Indemnified Party against
      an Indemnifying Party (a “First-Party
      Claim”)
      shall
      be subject to the following terms and conditions:

     

    (a) Once
      an
      Indemnified Party determines that it has a First-Party Claim, the Indemnified
      Party shall give reasonably prompt written notice thereof to the Indemnifying
      Party, specifying the amount of such claim and any relevant facts and
      circumstances relating thereto, and such notice shall be promptly given even
      if
      the nature or extent of the Damages is not then known. Such written notification
      shall be subsequently supplemented within a reasonable time as additional
      information regarding the First-Party Claim or the nature or extent of Damages
      resulting therefrom becomes available to the Indemnified Party.

     

    
      
         

      

      
        -
          45 -

        
          

        

      

      
         

      

    

     

    (b) Any
      failure to give such reasonably prompt notice or supplement thereto or to
      provide any such facts and circumstances will not waive any rights of the
      Indemnified Party, except to the extent that the rights of the Indemnifying
      Party are actually and materially prejudiced thereby.

     

    (c) The
      Indemnified Party and the Indemnifying Party shall attempt to negotiate in
      good
      faith for a 30-day period regarding the resolution of any disputed First-Party
      Claim. Promptly following the final determination of the amount of any Damages
      Claimed by the Indemnified Party, the Indemnifying Party, subject to the
      limitations of the Threshold Amount and the Cap Amount (if applicable), shall
      pay such Damages to the Indemnified Party by wire transfer of immediately
      available funds.

     

    Section
      6.6 Special
      Indemnification Provision Relating to Environmental Matters. 

     

    (a) Buyer
      shall indemnify and hold the Seller harmless from that portion of Damages
      resulting from Buyer’s, MPP’s or any Entity’s failure to comply with or to
      remediate property in accordance with applicable Environmental Law, but only
      to
      the extent that such Damages are directly attributable to Buyer’s, MPP’s or any
      Entity’s actions or omissions occurring on or after the Closing
      Date.

     

    (b) Seller
      shall indemnify and hold Buyer harmless from all Damages under any Environmental
      Law that arise out of actions or omissions that occurred before the Closing
      Date
      but were not disclosed in the Seller Disclosure Letter, if they
      relate to matters as to which written notification is given by Buyer to Seller
      during a period ending one year after the Closing Date.

     

    Should
      Seller be obligated, as a result of Section
      6.6(b)
      or due
      to any Retained Liability to conduct remediation, Buyer shall reasonably
      cooperate with environmental response activities of Seller on the applicable
      property. Buyer shall ensure that Seller has reasonable access to investigate,
      monitor, and remediate said property, and to install, operate, and maintain
      facilities for the containment or treatment of the soil and groundwater, and
      to
      perform other environmental remediation and response activities, so long as
      such
      activities do not unreasonably interfere with the operation of the Business.
      In
      conducting the above-described environmental remediation, Seller may elect
      to
      perform a cleanup in accordance with applicable industrial cleanup standards
      or
      (if applicable and suitable pursuant to Environmental Law in force at the time
      of cleanup) commercial III or IV cleanup standards under the Michigan Natural
      Resources and Environmental Protection Act, Part 201 (Part 201), or similar
      standards which may be allowed under Michigan law in the future. Seller shall
      conduct any and all investigations, monitoring, and remediation in compliance
      with applicable Environmental Laws; (ii) cleanup standards or cleanup criteria
      applicable to any remedial action by Seller at the property shall not be
      inconsistent in any way with current use of the subject property or expansion
      of
      uses of a similar nature at the property; and Seller shall access and disturb
      the absolute least amount of surface property possible in conducting it
      remediation operations.

     

    
      
         

      

      
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          46 -

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII

     

    CONDITIONS
      TO CLOSING

     

    Section
      7.1 Conditions
      Precedent to Obligations of Buyer.
      Buyer’s
      obligation to consummate the transactions contemplated by this Agreement is
      subject to the fulfillment, on or prior to the Closing Date, of each of the
      following conditions (any or all of which may be waived by Buyer in whole or
      in
      part:

     

    (a) The
      representations and warranties of Seller set forth in this Agreement
shall
      be
      true and correct,
      at and
      as of the Closing Date as though made on the Closing Date (except
      to
      the extent such representations and warranties relate to an earlier
      date, in
      which
      case such representations and warranties shall
      be
      true and correct in all respects,
      on and as of such earlier date without
      giving effect to the words “material” or “Material Adverse Effect” or other
      similar exception or qualifier; provided, however,
      that in
      the event of such
      a
      breach
      of a representation or warranty, the condition set forth in
      this
Section
      7.1(a)
      shall be
      deemed satisfied unless the effect of all such breaches of representations
      and
      warranties taken together result in a Material Adverse Effect;

     

    (b) Seller
      shall have performed and complied
      in
      all
      material respects with
      all
      obligations and agreements required by this Agreement to be performed or
      complied with by it on or prior to the Closing Date;

     

    (c) no
      casualty losses shall have occurred with respect to the assets of the Business
      that could result in the aggregate, in Losses (including future losses due
      to
      business interruption) equal or greater than 5% of the Purchase
      Price
      (a
“Casualty
      Loss”);
      

     

    (d) MPP
      Financial Statements. Seller
      must have delivered to Buyer as soon as prepared, and in any event, prior to
      the
      Closing Date:

     

    
      	
            	(i)	
              The
                MPP Annual Audited Financial Statements;
                and

            


    

     

    
      	 	
              (ii)

            	
              The
                MPP Unaudited Financial Statements, as of and for the six-month periods
                ended June 30, 2007 and 2008; provided that if the Closing Date occurs
                after November 8, 2008, the MPP Unaudited Financial Statements shall
                be
                prepared as of and for the nine-month periods ended September 30,
                2007 and
                2008; and

            


    

     

    (e) Security
      Agreement. Seller shall have caused to be delivered to Buyer one of more certain
      letter(s) of credit referenced in that certain Security Agreement dated of
      even
      date herewith, by and between Buyer on the one hand and Michigan Energy
      Investment, LLC, Ganesh Energy, LLC and Gas Processing & Pipeline, LLC on
      the other hand.

     

    Section
      7.2 Conditions
      Precedent to Obligations of Seller. Seller’s obligation to consummate the
      transactions contemplated by this Agreement is subject to the fulfillment,
      on or
      prior to the Closing Date, of each of the following conditions (any or all
      of
      which may be waived by Seller in whole or in part:

     

    
      
         

      

      
        -
          47 -

        
          

        

      

      
         

      

    

     

    (a) the
      representations and warranties of Buyer set forth in this Agreement shall be
      true and correct, at and as of the Closing Date as though made on the Closing
      Date (except to the extent such representations and warranties relate to an
      earlier date, in which case such representations and warranties shall be true
      and correct in all respects,
      on and as of such earlier date provided, however,
      that in
      the event of such
      a
      breach
      of a representation or warranty, the condition set forth in
      this
Section
      7.2(a)
      shall be
      deemed satisfied unless the effect of all such breaches of representations
      and
      warranties taken together result in a Material Adverse Effect;

     

    (b) the
      waiting period applicable to the transactions contemplated by this Agreement
      under the HSR
      Act
      shall
      have expired without any order by a Governmental Authority restraining,
      enjoining or otherwise prohibiting the consummation of the transactions
      contemplated hereby, or early
      termination shall have been granted.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      8.1 Interpretation. 

     

    (a) Unless
      the context of this Agreement otherwise requires, (a) words of any gender
      include the other gender; (b) words using the singular or plural number also
      include the plural or singular number, respectively; (c) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
      Agreement; (d) the terms “Article,” “Section” and “Exhibit” refer to the
      specified Article, Section and Exhibit
      of this Agreement, respectively; and (e) “including,” shall mean “including, but
      not limited to”; and (v) the words “asset” and “property” shall be construed to
      have the same meaning and effect and to refer to any and all tangible and
      intangible assets and properties (whether real or personal). Unless otherwise
      expressly provided, any agreement, instrument, law or regulation defined or
      referred to herein means such agreement, instrument, law or regulation as from
      time to time amended, modified or supplemented, including (in the case of
      agreements or instruments) by waiver or consent and (in the case of a law or
      regulation) by succession of comparable successor law and includes (in the
      case
      of agreements or instruments) references to all attachments thereto and
      instruments incorporated therein.

     

    (b) For
      purposes of Article
      III
      and all
      covenants and obligations of Seller hereunder including indemnification
      obligations of Article
      VI,
      all
      representations, warranties, covenants and obligations made by Seller shall
      be
      deemed to be jointly and severally made by each Seller.

     

    Section
      8.2 Disclosure
      Letters.
      The
      Seller Disclosure Letter and the Buyer Disclosure Letter are incorporated into
      this Agreement by reference and made a part of it.

     

     

    
      
         

      

      
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          48 -

        
          

        

      

      
         

      

    

     

    Section
      8.3 Payments.
      All
      payments set forth in this Agreement are in United States Dollars. Such payments
      shall be made by wire transfer of immediately available funds or by such other
      means as the parties to such payment shall designate.

     

    Section
      8.4 Expenses.
      Except
      as
      expressly set forth herein, or as agreed upon in writing by the parties, each
      party shall bear its own costs, fees and expenses, including the expenses of
      its
      representatives, incurred by such party in connection with this Agreement and
      the contemplated transaction.

     

    Section
      8.5 Choice
      of Law.
      THIS
      AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY
      OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE
      STATE OF NEW YORK APPLICABLE HERETO.

     

    Section
      8.6 Assignment.
      This
      Agreement may not be assigned by either party without the prior written consent
      of the other party.

     

    Section
      8.7 Notices.
      All
      demands, notices, consents, approvals, reports, requests and other
      communications hereunder must be in writing, will be deemed to have been duly
      given only if delivered personally or by facsimile transmission (with
      confirmation of receipt) or by an internationally-recognized express courier
      service or by mail (first class, postage prepaid) to the parties at the
      following addresses or telephone or facsimile numbers and will be deemed
      effective upon delivery; provided,
      however,
      that
      any communication by facsimile shall be confirmed by a nationally-recognized
      express courier service or regular mail.

     

     

    
      
         

      

      
        -
          49 -

        
          

        

      

      
         

      

    

     

     

    
      	 	
              (i)    If
                to the Seller:

              Ganesh
                Energy, LLC

              30078
                Schoenherr, Suite 150

              Warren,
                Michigan

              Attention:
                Manouch
                Daneshvar

              Telephone:
                (586)
                445-2300

              Facsimile:
                (586)
                445-1782

               

              Gas
                Processing & Pipeline, LLC

              200
                Greenbrier Road

              P.O.Box
                460

              Summersville,
                WV 26651

              Attention:
                James
                E. Davis

              Telephone:
                (304)
                872-3000

              Facsimile:
                (304)
                872-3040

               

              With
                a required copy to:

               

              Ufer
                & Spaniola, P.C.

              5440
                Corporate Drive, Suite 250

              Troy,
                Michigan 48098-2648

              Attention:
                Gerald
                Van Wyke, Esquire

              Telephone:
                (248)
                641-7000 Facsimile: (248)
                641-5120

            	 
	 	 	 
	 	
              (ii)    If
                to
                Buyer:

              DCP
                Midstream Partners, LP

              370
                17th Street, Suite 2700

              Denver,
                CO 80202-0202

              Attention:
                Anthony
                A. Blando, Director of Business
                Development

              Telephone:
                303-633-2916

              Facsimile:
                303-633-2921

            	 
	 	 	 
	 	
              With
                a required copy to:

               

              DCP
                Midstream Partners, LP

              370
                17th Street, Suite 2700

              Denver,
                CO 80202-0202

              Attention:
                Michael
                S. Richards, General Counsel

              Telephone:
                303-633-
                2912

              Facsimile:
                303-633-2921

            	 
	 	 	 


    

    or
      to
      such other address as the addressee shall have last furnished in writing in
      accord with this provision to the addressor.

     

    
      
         

      

      
        -
          50 -

        
          

        

      

      
         

      

    

     

    Section
      8.8 Resolution
      of Disputes. 

     

    (a) All
      disputes arising out of or relating to this Agreement or its breach, termination
      or validity or the parties' performance under it (“Dispute”)
      shall
      be resolved as provided by this Section
      8.8.
      The
      Parties agree that litigation instituted to resolve a Dispute may be brought
      in
      the federal or state courts in Texas or Colorado in the case of cases brought
      against Buyer and in Michigan in the case of cases brought against Seller (the
      “Selected
      Courts”).
      The
      Parties hereby unconditionally and irrevocably submit to the exclusive
      jurisdiction of the Selected Courts for purposes of Dispute resolution. Without
      prejudice to such provisional remedies as may be available under the
      jurisdiction of a Selected Court, the arbitral tribunal shall have full
      authority to grant provisional remedies and to direct the parties to request
      that any court modify or vacate any temporary or preliminary relief issued
      by
      such court, and to award damages for the failure of any party to respect the
      arbitral tribunal's orders to that effect.
      Each of
      the parties hereby irrevocably consents to the jurisdiction of such courts
      (and
      of the appropriate appellate courts therefrom) in any such Proceeding and
      irrevocably waives, to the fullest extent permitted by law, any objection that
      it may now or hereafter have to the laying of the venue of any such Proceeding
      in any such court or that any such Proceeding brought in any such court has
      been
      brought in an inconvenient forum. Process in any such Proceeding may be served
      on any party anywhere in the world by courier such as Federal Express, whether
      within or without the jurisdiction of any such court.

     

    (b) WAIVER
      OF JURY TRIAL.
      EACH OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
      JURY
      IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
      8.9 No
      Right of Setoff.
      Neither
      party hereto nor any Affiliate thereof may deduct from, set off, holdback or
      otherwise reduce in any manner whatsoever any amount owed to it hereunder or
      pursuant to any related agreement.

     

    Section
      8.10 Time
      is of the Essence.
      Time
      is
      of the essence in the performance of the provisions of this
      Agreement.

     

    Section
      8.11 Entire
      Agreement.
      This
      Agreement, together with the Seller Disclosure Letter, Buyer Disclosure Letter,
      Annex I, the Exhibits hereto, and the Confidentiality Agreement and Transaction
      Documents constitute the entire agreement between the parties hereto with
      respect to the subject matter herein and supersede all previous agreements,
      whether written or oral, relating to the subject matter of this Agreement and
      all prior drafts of this Agreement, all of which are merged into this Agreement.
      No prior drafts of this Agreement and no words or phrases from any such prior
      drafts shall be admissible into evidence in any action or suit involving this
      Agreement.

     

    Section
      8.12 Binding
      Nature; Third Party Beneficiaries.
      This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their respective successors (whether by operation of law or
      otherwise) and permitted assigns. Except as expressly provided herein, none
      of
      the provisions of this Agreement shall be for the benefit of or enforceable
      by
      any third party, including any creditor of either party or any of
      their
      Affiliates. Except as expressly provided herein, no such third party shall
      obtain any right under any provision of this Agreement or shall by reasons
      of
      any such provision make any Claim in respect of any Liability (or otherwise)
      against either party hereto.

     

    
      
         

      

      
        -
          51 -

        
          

        

      

      
         

      

    

     

    Section
      8.13 Counterparts.
      This
      Agreement may be executed in two (2) or more counterparts, each of which, when
      executed, shall be deemed to be an original and both of which together shall
      constitute one and the same document. Any
      counterpart or other signature to this Agreement that is delivered by facsimile
      or electronic mail shall be deemed for all purposes as constituting good and
      valid execution and delivery by such party of this Agreement.

     

    Section
      8.14 Severability.
      If
      any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any applicable present or future law, and if the rights or obligations
      of
      either party under this Agreement will not be materially and adversely affected
      thereby, (i) such provision shall be fully severable, (ii) this Agreement shall
      be construed and enforced as if such illegal, invalid or unenforceable provision
      had never comprised a part of it, (iii) the remaining provisions of this
      Agreement shall remain in full force and effect and shall not be affected by
      the
      illegal, invalid or unenforceable provision or by its severance this Agreement
      and (iv) in lieu of such illegal, invalid or unenforceable provision, there
      shall be added automatically as a part of this Agreement, a legal, valid and
      enforceable provision as similar in terms to such illegal, invalid or
      unenforceable provision as may be possible.

     

    Section
      8.15 Headings.
      The
      headings used in this Agreement have been inserted for convenience of reference
      only and do not define or limit its provisions.

     

    Section
      8.16 Waiver.
      Any
      term
      or condition of this Agreement may be waived at any time by the party that
      is
      entitled to the benefit thereof, but no such waiver shall be effective unless
      set forth in a written instrument duly executed by or on behalf of the party
      or
      parties waiving such term or condition. No waiver by any party of any term
      or
      condition of this Agreement, in any one or more instances, shall be deemed
      to be
      or construed as a waiver of the same or any other term or condition of this
      Agreement on any future occasion. All remedies, either under this Agreement
      or
      by law or otherwise afforded, will be cumulative and not
      alternative.

     

    Section
      8.17 Amendment.
      This
      Agreement may be altered, amended or changed only by a writing making specific
      reference to this Agreement and signed by duly authorized representatives of
      each party.

     

    Section
      8.18 Seller
      Liability.
      Each of
      Ganesh, LLC and Gas Processing and Pipeline, LLC agree that they are jointly
      and
      severally liable for the performance of all transactions and the assumption
      of
      all liabilities by Seller that are set forth in this Agreement and in the
      Transaction Documents.

     

    
      
         

      

      
        -
          52 -

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have
      executed this Agreement as of the date first written above.

     

    


    GANESH
      ENERGY, LLC

     

     

    By: 
      /s/
      Rai
      P. Bhargava

      
        

      

    

    Name:
      Rai
      P. Bhargava

    Title:
      Chairman

     

     

    GAS
      PROCESSING AND PIPELINE, LLC

     

     

    By: 
      /s/
      William T. Bright

      
        

      

    

    Name:
      William T. Bright

    Title:
      Chairman

     

     

    MICHIGAN
      ENERGY INVESTMENTS, LLC

     

     

    By: 
      /s/
      Rai
      P. Bhargava

      
        

      

    

    Name:
      Rai
      P. Bhargava

    Title:
      Chairman

     

     

    (Collectively,
      the Seller)

     

     

    DCP
      MIDSTREAM PARTNERS, LP

     

    By: 
      DCP Midstream GP, LP

    Its
      General Partner

     

    By:
      DCP
      Midstream GP, LLC

    Its
      General Partner

     

    By: 
      /s/
      Greg
      K. Smith

      
        

      

    

    Name:
      Greg K. Smith

    Title: 
      Vice President, Business Development

     

    (the
      Buyer)

    


    


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    ANNEX
      I

    ENTITIES
      and EQUITY INTERESTS

    


    Equity
      Interests

     

    
      	
              Entity
                Name

            	
              Jurisdiction

            	
              %
                Ownership Interest

            
	
              Michigan
                Pipeline & Processing, LLC

            	
              Michigan

            	
              53.75%
                owned by Ganesh Energy, LLC (“Ganesh”)and
                46.25% owned by Gas Processing & Pipeline, LLC
                (“GPP”).

            
	
              MPP
                Antrim Gas LLC

            	
              Michigan

            	
              100%
                owned by Michigan Pipeline & Processing, LLC

            
	
              MPP
                Bay Area Pipeline, LLC

            	
              Michigan

            	
              100%
                owned by Michigan Pipeline & Processing, LLC

            
	
              MPP
                Grands Lacs LLC

            	
              Michigan

            	
              100%
                owned by Michigan Pipeline & Processing, LLC

            
	
              MPP
                Jackson LLC1 

            	
              Michigan

            	
              100%
                owned by Michigan Pipeline & Processing, LLC

            
	
              MPP
                Litchfield LLC2 

            	
              Michigan

            	
              100%
                owned by Michigan Pipeline & Processing,
                LLC

            


    

     

    
      

    

    
      
        	1	
                MPP
                  Jackson LLC owns 75% equity interest in the Jackson Pipeline Company
                  (general partnership).

              



    

    
       

      
        	2	
                MPP
                  Litchfield owns 44% equity interest in the Litchfield
                  Pipeline.